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Untitled

AFCONS INFRASTRUCTURE LIMITED
BOARD OF DIRECTORS
BANKERS
S. P. Mistry – Chairman
State Bank of India
UCO Bank
N. D. Khurody
Oriental Bank of Commerce
P. N. Kapadia
Axis Bank Ltd.
R. M. Premkumar
Bank of India
U. N. Khanna
Dena Bank
Pallon S. Mistry
BNP Paribas
K. Subrahmanian - Vice Chairman & Managing Director
ING Vysya Bank Ltd.
S. Paramasivan - Deputy Managing Director
ICICI Bank Ltd.
Union Bank of India
IDBI Bank Ltd.
Standard Chartered Bank
Yes Bank Ltd.
Hongkong and Shanghai Banking Corporation Ltd.
Export Import Bank of India
Audit Committee Members
N. D. Khurody -- Chairman
REGISTRARS & SHARE TRANSFER AGENT
P. N. Kapadia
Cameo Corporate Service Limited
Subramanian Building,
1 Club House Road,
Chennai-600002
Tel.no.: 044-28460390
Fax no.: 044-28460129
Email id.: [email protected]
R. M. Premkumar
COMPANY SECRETARY
P. R. Rajendran
AUDITORS
M/s. Deloitte Haskins & Sells,
Chartered Accountants (ICAI registration no.117364W)
M/s.J.C. Bhatt & Associates,
Chartered Accountants (ICAI registration no.130923W)
Contents
Page Nos.
REGISTERED OFFICE
“AFCONS HOUSE” 16, Shah Industrial Estate,
Veera Desai Road, Azad Nagar P.O.
Andheri (West) Mumbai- 400 053
Website: www.afcons.com
CIN : U45200MH1976PLC019335
Thirty-Ninth Annual General Meeting on 30 September,
2015 at 4.30 p.m. at “Afcons House”, 16, Shah Industrial
Estate, Veera Desai Road, Andheri (West), Mumbai- 400 053.
th
Boards’ Report
2
Management Discussion Analysis
20
Corporate Governance Report
24
Standalone Financial Statements
31
Ten Year Financial Highlights
70
Consolidated Financial Statements
71
Financial Information of Subsidiary
Companies
110
BOARDS’ REPORT
Dear Members,
Your Directors are pleased to present the Thirty-Ninth Annual Report together with the Audited Financial statement for the year ended 31st March
2015.
1. FINANCIAL RESULTS
Particulars
Total Income
Profit/(Loss) before Tax
Provision for Taxation
Excess/(short) provision for tax in respect of earlier years
Profit/(Loss) after Tax (before Minority Interest)
Minority Interest
Profit/ (Loss) for the year
Balance brought forward from previous years
Add: Adjustments on account of Amalgamation
Profit available for Appropriation
Less: Appropriation
(i) Interim Dividend on Equity
(ii) Proposed Dividend on Preference Shares
(iii) Tax on Dividend
(iv) Transferred to General Reserve
(v) Depreciation on Transition to Schedule II of Companies Act, 2013
(vi) Transferred to Debenture Redemption Reserve
Balance Carried Forward to Balance Sheet
Consolidated
Standalone
` in crores
31st March 2015 31st March 2014
4070.24
3674.41
78.82
94.87
(19.59)
(44.69)
(6.05)
(1.00)
53.18
49.17
(0.28)
(2.21)
52.90
46.96
508.10
460.35
30.61
561.00
537.93
` in crores
31st March 2015 31st March 2014
3168.24
2800.90
101.29
102.89
(16.52)
(31.68)
(5.80)
(4.23)
78.97
66.97
78.97
66.97
424.75
274.70
112.90
503.72
454.58
10.80
0.05
2.17
3.40
12.90
531.69
14.40
0.04
2.45
6.70
6.25
508.10
10.80
0.05
2.17
3.39
12.90
474.42
14.40
0.04
2.45
6.70
6.25
424.75
2. OPERATIONS
(a) Standalone Results
Your Company has achieved total income of ` 3,168.24 crores for the year compared to the previous year’s ` 2,800.90 crores showing an
increase of 13.12%. The Profit before Tax for the year was ` 101.29 crores compared to ` 102.89 crores in the previous year resulting in
decrease of 1.56%. The Profit after Tax for the year was ` 78.97 crores compared to ` 66.97 crores in the previous year resulting in increase
by 17.91%.
(b) Consolidated Results
Your Company has achieved total income of ` 4,070.24 crores for the year compared to the previous year’s ` 3,674.41crores showing an
increase of 10.77%.The EBIDTA for the year was ` 409.66 crores compared to ` 408.88 crores in the previous year resulting in increase
by 0.19%. The Consolidated Profit before Tax for the year was ` 78.82 crores compared to ` 94.87 crores in the previous year resulting in
a decrease of 16.92%.The Consolidated Profit after Tax for the year was ` 53.18 crores compared to ` 49.17 crores in the previous year
resulting in increase by 8.15%. All intercompany transaction are netted out at the time of consolidation and hence, the profits and revenues
are reduced to that extent. Our Order book as on 31st March, 2015 was ` 11,968 crores as compared to previous year order book of
` 7,851 crores.
(c) There has been no material changes and comments affecting the financial position of the Company which have occurred between the end
of the financial year of the Company to which the financial statements relate and the date of the Report.
(d) During the year under review, the following major works were completed:
i.
Construction of single line tunnel Udhampur - Srinagar - Baramulla rail project for Konkan Rail Corporation Ltd.
ii.
Construction of 7 span bridge with 2 lanes carriageway and Underpass with 3 lanes on each side at the Mina Salman Junction
Interchange and its associated slip roads for Ministry of Works, Govt. of the Kingdom of Bahrain.
iii. Civil & Structural Steel Works of LLDPE/HDPE (Swing) Plant of ONGC Petro Additions Limited (OPAL) at Dahej SEZ, Gujarat for
Tecnimont ICB Pvt. Ltd.
iv. Rehabilitation, strengthening and Four Lanning of Jammu- Udhampur Section from Km. 15.00 (on Jammu Bypass) to Km. 67 on
NH 1A, in the State of Jammu & Kashmir for SP Jammu Udhampur Highway Pvt. Ltd.
v.
Earthworks and Civil’s - Concentrator at western Liberia for M/s Arcellor Mittal Liberia Ltd.
(e) During the year under review, the Company has secured the following major Contracts:
i.
Six lane Greenfield Firozabad to Etawah access controlled Lucknow Agra Expressway with Service Road (Package II) of
Uttar Pradesh Expressway Industrial Development Authority of ` 1,990 crores.
ii.
Six lane Greenfield Kannauj to Unnao access controlled Lucknow Agra Expressway with Service Road (Pack IV) of Uttar Pradesh
Expressway Industrial Development Authority of ` 2,124 crores.
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iii.
Construction of tunnel T49 b & Side Adits, at Dharam - Udhampur - Srinagar - Baramulla new BG Railway line of Ircon International
Limited of ` 591 crores.
iv.
EPC Contract for Vopak Terminal, Kandla of CRL Terminals Private Ltd. of ` 153 crores.
v.
Northward extension of Aktau International Sea Commercial Port, Kazakhstan of Aktau Marine North Terminal LLP of ` 223 crores,
awarded to Afcons Overseas Singapore Pte. Ltd., a subsidiary of the Company.
vi. Civil Works of Dahej Expansion Phase IIIA LNG Storage Tanks of IHI Corporation of ` 220 crores.
vii. Mooring Dolphin Repairs & Catwalk Fabrication & Erection-Buchanan of Arcellor Mittal Liberia Ltd. of ` 36 crores.
viii. EPC Contract for LNG Import, Storage & Regasification Terminal, Jaigarh, Ratnagiri of H Energy Gateway Pvt Ltd., awarded to Afcons
Sener LNG Construction Projects Pvt. Ltd., a joint venture company incorporated between the Company and Sener India Engineering
and Systems Pvt. Ltd. The Company’s share in the project is ` 1,425 crores.
ix. Contract CC-90 package of Elevated Stabling Line for Phase III of Delhi Metro Rail Corporation Ltd. of ` 184 crores.
3. CREDIT RATING
ICRA has reaffirmed the long term rating of “AA/Stable” which signifies high credit quality and short term rating of “A1+” which reflects highest
credit quality.
Dun & Bradstreet has assigned rating of “5A2” which signifies the overall status of the Company is good.
4. DIVIDEND
The Company has declared an interim dividend to the equity shareholders @ 15% (i.e. ` 1.5/- per equity share of ` 10/- each) on the paid up
capital of ` 71,97,02,380 aggregating to total outflow of ` 12.95 crores (i.e. Interim Dividend amount of ` 10.79 crores and dividend distribution
tax of ` 2.16 crores). Your Directors recommend the said interim dividend as the final dividend.
The Directors recommend, for approval of members, dividend of 0.01% on the Convertible Preference Shares of the Company. The dividend, if
declared, would involve an outflow of ` 0.054 crores including dividend distribution tax.
5. SHARE CAPITAL
There was no change in the Company’s Share Capital during the year under review.
6. SUBSIDIARIES/ ASSOCIATE/ JOINT VENTURE
(a) The following were the changes in the Subsidiaries/ Associate/ Joint Venture during the year under review:
i.
Afcons Overseas Singapore Pte. Ltd. a subsidiary of the Company has acquired a Limited Liability Partnership in Kazakhstan which
was renamed as Afcons Infra Projects Kazakhstan LLP.
ii.
Incorporated a joint venture company in the name of Afcons Sener LNG Construction Projects Private Limited, in India between the
Company and Sener India Engineering and Systems Pvt. Ltd. The Company holds 49% of the paid-up share capital of the joint venture
company.
(b) Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of
the Company’s subsidiaries, associate company and joint venture in Form AOC-1 is attached to financial statement of the Company.
(c) The consolidated financial statements presented by the Company include financial statement of the Subsidiaries prepared in accordance
with the applicable accounting standards. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company,
consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on
the website of the Company.
(d) There has been no material change in the nature of business of the Company or any of its subsidiaries or associates.
7. CORPORATE GOVERNANCE
Your Company, being a value driven organization, believes in coherent and self-regulatory approach in the conduct of its business to achieve
the highest levels of good corporate governance practices. Therefore the Company in the interest of the Stakeholders voluntarily complies
with the requirements of Corporate Governance. A Report on Corporate Governance is attached separately to this Annual Report. The details
of Committees of the Board, their composition, terms of reference and details of such committee meetings held are provided in Corporate
Governance Report.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms part of this
Annual Report.
9. DIRECTORS and KEY MANAGERIAL PERSONNELS OF THE COMPANY
Mr.J.J.Parakh resigned as Director of the Company with effect from 2nd February, 2015. The Board acknowledged the valuable contributions of
Mr.J.J.Parakh to the Board and the Company during the tenure of his Directorship.
Mr.N.J.Jhaveri passed away on 6th June, 2015. Mr.N.J.Jhaveri, with his vast Knowledge of finance and strategic vision, had been guiding force
to the Board. The Board acknowledged the valuable contributions of Mr.N.J.Jhaveri during his tenure as Director of the Company.
Mr.S.P.Mistry and Mr.K.Subrahmanian, Directors of the Company retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible offer themselves for re-appointment.
Mr.Pallon S. Mistry was appointed as an Additional Director of the Company with effect from 29th June, 2015. As per section 161(1) to the
Companies Act, 2013, Mr.Pallon S. Mistry holds office upto this Annual General Meeting. The Company has received separate notice from
a member of the Company in writing along with a deposit of ` 1,00,000/- in terms of section 160(1) of the Companies Act, 2013 signifying its
intention to propose the candidature of Mr.Pallon S. Mistry as Directors of the Company.
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Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 and the General Circular No. 14/2014 dated 9th June, 2014 issued
by Ministry of Corporate Affairs, Mr.R.M.Premkumar and Mr.N.D.Khurody were appointed as Independent Directors, not liable to retire by rotation,
at the Annual General Meeting of the Company held on 30th September, 2014 and Mr.Pradip N. Kapadia was appointed as Independent Director
of the Company, not liable to retire by rotation, vide postal Ballot result declared on 25th March, 2015. The terms and conditions of appointment
of Independent Directors are as per Schedule IV of the Act. During the year, in compliance with section 149(6) of the Companies Act, 2013, the
Company has received declaration from Independent Directors of the Company to the effect that they meet the criteria of Independent Director
of the Company and there has been no change in the circumstances which may affect their status as independent director during the year
Pursuant to the provisions of Section 203 of the Companies Act, 2013, which came into effect from 1st April, 2014, the appointment of
Mr.P.R.Rajendran, Company Secretary as Key Managerial Personnel of the Company was formalised. Mr. Ashok G.Darak was appointed as the
Chief Financial Officer of the Company with effect from 24th June, 2014 in terms of Section 203 of the Companies Act, 2013.
10. Policy on Directors’ appointment and remuneration
The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013
has been enclosed as Annexure I to this Report.
11. STATEMENT ON EVALUATION OF PERFORMANCE OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance,
Board Committee and individual directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
12. MEETINGS OF BOARD
Four (4) meetings of the Board were held during the financial year. The details of the meetings of the Board, is given in the corporate governance
report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
13. DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013, your Directors hereby state and confirmed that:
i.
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to
material departures;
ii.
the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss
of the company for that period;
iii.
the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv.
the directors had prepared the annual accounts on a going concern basis;
v.
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
14. QUALITY, HEALTH, SAFETY & ENVIRONMENT
The Company firmly believes that the pursuit of excellence is one of the most critical components for a competitive success. With Quality, Health,
Safety & Environment being an essential part of the Company’s policy, it strives to deliver services by maintaining the highest level of Quality,
Health, Safety & Environmental Standards.
The policy of the Company is to conduct its construction business through an established Quality, Health, Safety & Environmental
(QHSE) Management System, which aims to achieve Customer Satisfaction and in the process a continual improvement of Company’s
competencies and competitiveness.
The Company is certified for ISO 9001:2008 for Quality Management System, ISO:14001:2004 for Environment Management System
and OHSAS:18001:2007 for Occupation, Health & Safety Management Systems. All the three systems are well established, documented,
implemented and maintained across the Company.
The Company has a commendable record in terms of safety at our various project sites and has received awards as well as appreciation letters
from our clients, some of which are detailed below:
1. Reliance Industries Limited has issued an Appreciation Certificate for the achievement of 2 million safe man hours at Reliance Refinery
and petrochemical complex, Jamnagar.
2. IHI has issued an Appreciation Letter for the achievement of 0.5 million safe man hours at Dahej 2277 site.
3. NPC and Daelim has issued an Appreciation letter for Achievement of 1 million safe Man hours at its Kuwait Project site.
4. ONGC has issued an appreciation certificate for achieving 6 million safe man hours.
5.
National Safety Council of India has issued Certificate of Appreciation for Project Sites at DMRC CC 15 – 3561, KRCL Tunnel – 2613,
Nagpur CSB – 3435, DAHEJ Opal – 2267/68.
6. IRCON has awarded an Appreciation Certificate for achieving 1.5 million safe man hours without LTI and maintaining good standards in
Health, Safety & Environment.
7.
Delhi Metro Rail Corporation Ltd (DMRC) has awarded an Appreciation Certificate for successfully achieving 2 Million Safe Man hours
Project sites at CC-29 on Palam to Shankar Vihar stretch of Line - 8.
8. ITC Ltd (Paper Boards & Speciality Papers Division) has awarded Transtonnelstroy Afcons JV UAA01 (TAJV) with an Appreciation
Certificate for partnering with Well Being out of Waste (WOW), a National recycling initiative. TAJV UAA01 contributed 295 kgs of waste
paper for the recycling project, saving 6 trees.
4
These milestones are the reflections of the strict HSE standards followed at the worksite and the commitment of AFCONS management
towards Quality, Health, Safety & Environment.
15. AWARDS AND RECOGNITIONS
During the year, the Company received the following awards and recognitions:
i.
Greentech Environment Gold Award 2014 - Oil and Gas for outstanding achievement in environment management.
ii.
EPC World Award 2014 for Outstanding Contribution in Roads & Highways - EPC Category for the Jammu-Udhampur Highway Project.
iii.
Construction World Award 2014 for Second Fastest Growing Construction Company.
iv.
Most Admired Companies Award for the 8th year in succession from Construction World.
v.
Award for 2nd Runner in Quality Performance by Reliance Industries Limited – Jamnagar
vi. Felicitated by The Economic Times at “The Economic Times-2nd Annual Infra Focus Summit 2014” for its Outstanding Contribution in
Infrastructure Development.
vii. Four awards at the “13th Annual Greentech Safety Award - 2014” sponsored by Green-Tech Foundation (New Delhi) in the following various
categories:
Oil & Gas BU: Gold
RVNL Kolkata: Silver
DMRC CC-29: Silver
Chenab Bridge: 2612: Silver
viii. The Jammu-Udhampur Road Project was awarded the “Indian Roads and Highways Excellence Award” for its Outstanding Contribution
towards the development of Indian roads and highways by the Indian Roads and Highways Excellence Awards 2014.
x.
The Asian Banker’s Choice Awards 2015 for “Best Corporate Trade Finance Deal in India”.
xi. The Golden Peacock Environment Management Award for the year 2015.
xii.
Reliance J3 Project site was awarded “Contractor Quality Performance Award” in Major Job Execution Partner Category.
16. AUDITOR AND AUDITOR’S REPORT
(a) STATUTORY AUDITORS AND THEIR REPORT
M/s.Deloitte Haskins & Sells, Chartered Accountants, (ICAI registration no.117364W) and M/s.J.C.Bhatt & Associates, Chartered
Accountants (ICAI registration no.130923W) have confirmed that they are eligible for appointment in accordance with the provisions of
Section 139 and 141 and all other applicable provisions of the Companies Act, 2013 and Rules made thereto. The Board of Directors
therefore proposes the appointment of M/s.Deloitte Haskins & Sells, Chartered Accountants, (ICAI registration no.117364W) and
M/s. J.C.Bhatt & Associates, Chartered Accountants (ICAI registration no.130923W) as the Joint Statutory Auditors of the Company to hold
office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company.
The Statutory Auditor’s Report to the Members on the Accounts of the Company for the financial year ended 31st March 2015 does not
contain any qualifications or reservation or adverse remark or disclaimer .
(b) SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the Company has appointed M/s. Parikh Parekh & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of
the Company for the financial year 2014-15. The report of the Secretarial Auditor is enclosed as Annexure II to this Report.
The Secretarial Auditor in their Secretarial Audit Report for the financial year 2014-15 has made an observation relating to non appointment
of Woman director by the Company. In this connection, it is clarified that the Company is making efforts to find a suitable Women candidate
who posseses the skills, experience suited to the Infrastructure Construction sector to which the Company pertains and which could add
value and further strengthen our existing Board.
(c) COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, as amended, your
Company is covered under the ambit of mandatory cost audits from the financial years commencing on or after 1st April, 2015. The
Audit Committee recommended and the Board of Directors has re-appointed M/s. Kishore Bhatia & Associates, Cost Accountant
(Firm Registration no. 00294) as the Cost Auditors, to carry out the cost audit for the Company in relation to the financial year from 1st April,
2015 to 31st March, 2016. The Company has received consent from M/s.Kishore Bhatia & Associates for their re-appointment. Necessary
resolution is proposed at the ensuing Annual General Meeting for ratification of the remuneration of the Cost Auditor for the financial year
2014-15 and 2015-16.
17. Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements.
Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting
Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable.
5
18. FIXED DEPOSIT
Your Company did not invite or accept deposits from the public or shareholders during the year under review. As on 31st March 2015, 2 deposits
aggregating to ` 30,000/-, pertaining to deposits accepted earlier in compliance with applicable provisions, remained unclaimed.
19. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of section 205C of the Companies Act 1956, fixed deposits accepted for the financial year 2008-2009 and interest
thereon which remained unclaimed, inspite of reminders to the fixed deposit holders by the Company, have been transferred during the years,
on their due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.
20. PARTICULARS OF EMPLOYEES
In terms of the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the name and
other particulars of the employees are enclosed to this Annual Report.
21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
(a) Conservation of energyi.
The Company is continuing its effort to convert all sites from fossil power to grid power thereby minimizing the carbon foot print.
This has been implemented to all sites as per feasibility. The total conversion of fossil power of 28 MVA by Grid power of 5.8 MVA
considering all the sites. The reduction GHG (Green House Gas) emission by 22018 tons.
ii.
the steps taken by the company for utilizing alternate sources of energy - NIL
iii.
the capital investment on energy conservation equipments - NIL
(b) Technology absorption1. i. ATS Panel for automatic transfer switching between captive power and grid power at Afcons House.
ii. Installation of 800 Amps and above ACB based Changeover panels at all sites to overcome the problem of bulky operation and handle
slippage and Safe operation.
iii. KWH meter become mandatory in all New and old panels installed at site to monitor energy consumption parameter.
2. i. Automatic power factor correction panels installed at all sites where grid power is available used for maximum utilization of Energy.
Availing rebate in electricity bill as per contract agreement with Electricity Board.
Replacement of Fluorescent Light fixtures with LED light fixtures at Afcons House building renovation to save energy and enhance life
of fixtures.
ii.
3. Imported technology (imported during the last three years reckoned from the beginning of the financial year) - Nil
(c) FOREIGN EXCHANGE EARNING AND OUTGO (Standalone)
Earnings
Outgo
Current year
1,421.02
1,266.48
(` in crores)
Previous year
792.40
934.66
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company is exempt from the provisions of Section 186 except sub-section (1) pertaining to loans, guarantees and securities as the
Company is engaged in providing infrastructure facilities. In view of non-appllicability of section 186 of the Companies Act, 2013, the details of
particulars required to be made thereunder in the financial statements are not applicable.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year 2014-15 were on an arm’s length basis and were in the ordinary
course of business. All related party transactions are placed before the Audit Committee for approval.
In terms of Section 134(3) (h) read with section 188(2) of the Companies Act, 2013, there are no material related party transactions entered into
by your Company during the year, that individually or taken together with previous transactions during a financial year, exceed ten percent of
the annual consolidated turnover as per the last audited financial statements. Accordingly, there being no information to be disclosed in AOC-2
format, the same is not enclosed. The disclosure of related party transactions are made in the financial statements of the Company.
24. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of Annual Return in prescribed form MGT - 9 is enclosed as Annexure III to this Report.
25. VIGIL MECHANISM POLICY
In accordance with section 177 (9) of the Companies Act, 2013 read with rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014,
the Company has established a vigil mechanism policy to provide a framework for responsible whistle blowing and for adequate safeguards
against victimization of persons who use such mechanism. The said vigil mechanism policy is posted on the website of the Company.
26. RISK MANAGEMENT
The Company has in place a Risk Management Committee to promote a pro-active approach in reporting, evaluating and resolving risks
associated with the business and to ensure sustainable business growth with stability. There are no risk identified which in the opinion of the
Board may threaten the existence of the Company.
6
27. CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to conduct business in an economically, socially and environmentally sustainable manner that is transparent and
ethical. The Company has framed Corporate Social Responsibility (CSR) Policy. A brief outline of the CSR Policy of the Company and the
initiatives undertaken by the Company on CSR activities during the financial year is enclosed as Annexure IV to this Report in the format
prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company.
28. DISCLOSURES UNDER Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
In compliance with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has in place Sexual Harassment Policy. A committee has also been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review, no complaints pertaining to sexual harassment were received by the Company.
29. EMPLOYEE STOCK OPTION SCHEME
On 22nd December, 2006, the Company, had obtained shareholder approval for issue of 17,85,000 ESOP, of which the Company has granted
721,150 stock options to its eligible employees at a price of ` 17/- per option in terms of Employees Stock Option Scheme 2006 of the
Company. The particulars of the ESOP option granted, exercised and lapsed is as under:
a
b
c
d
e
Option granted
Option vested
Option exercised
Option lapsed
Total number of Option in force
7,21,150
7,21,150
5,70,238
1,50,912
NIL
There is no ESOP in force as on 31ST March 2015. Accordingly, there is no information to be disclosed under Rule 12(9) of the Companies (Share
Capital and Debentures) Rules, 2014.
30. OTHER DISCLOSURES/REPORTING
a)
No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under
review:
•
Issue of equity shares with differential rights as to dividend, voting or otherwise.
•
Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOPs referred to
in this Report.
•
Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its
subsidiaries.
b)
The are no significant and material orders passed by the regulator or courts or tribunal impacting the going concern.
c)
There is no material change or commitments after close of the financial year till the date of the report.
31. ACKNOWLEDGEMENT
Your Directors would like to acknowledge with gratitude the continued support and co-operation received by the Company from its Clients,
Bankers, Financial Institution, Governments authorities, Employees and its valued Investors.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
S.P.Mistry
CHAIRMAN
Place: Mumbai
Date: 20th August, 2015 7
Annxure I to Boards’ Report
NOMINATION AND REMUNERATION POLICY
I
Introduction:
In pursuance of the Company’s policy to consider human resources as its invaluable assets, to pay equitable remuneration to Executive
Directors, Key Managerial Personnel (KMP) and the Senior Management Personnel# of the Company, to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and Rules thereto as amended
from time to time, this Nomination and Remuneration Policy has been formulated by the Committee.
# The expression Senior Management Personnel means personnels of the Company who are members of its core management team excluding
Board of Directors comprising all members of the management one level below the executive directors, including functional heads.
II Objective and purpose of the Policy
•
The Policy shall adhere to the provisions of the Companies Act, 2013 and Rules thereto as amended from time to time.
•
Formulating the criteria for determining qualifications and positive attributes of Directors, KMP and Senior Management Personnel.
•
To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Director of the Company.
•
To carry out evaluation of the performance of the Directors of the Company.
•
To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer
companies of the Infrastructure business.
III Appointment criteria and qualifications:
•
The candidate should be free from any disqualifications as provided under Sections 164 and 167 of the Companies Act, 2013;
•
The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 in case of appointment of an
independent director;
•
The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of 70 years.
Provided that the term of the person holding this position may be extended beyond the age of 70 years with the approval of shareholders
by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for
extension of appointment beyond 70 years.
IV Remuneration of Directors, KMP and Senior Management Personnel
V
The Nomination and Remuneration Committee shall ensure that:
•
The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run
the company successfully;
•
The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
•
The remuneration shall involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate
to the working of the company and its goals.
•
The remuneration (including payment of minimum remuneration) to Executive Directors shall be within the overall ceiling prescribed under
the Companies Act 2013. Within the said overall ceiling of remuneration, the Executive Directors will be entitled to avail of the perquisites
under different heads as may be applicable to the other Senior Management Personnel of the Company. Such remuneration to the Executive
Directors will be determined by the Committee and recommended to the Board for approval. The remuneration shall be subject to prior/post
approval of the shareholders of the Company.
The annual increments to Executive Directors, will be decided by the Committee and/or the Board of Directors in its absolute discretion and
will be merit based and will also take into account Company’s performance.
Appointment / Removal/ Retirement and Evaluation of Performance of Directors
•
The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director
and recommend to the Board his / her appointment.
•
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act,
rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director.
•
The Committee shall evaluate the performance of the Director as per the requirement of the Companies Act 2013.
VI Appointment / Removal, Remuneration and Evaluation of Performance of KMP and Senior Management Personnel
•
The qualification attributes, terms and conditions of appointment and removal of KMP and Senior Management Personnel as also their
remuneration and the evaluation of their performance shall be as decided by the Vice Chairman & Managing Director in line with the
Company’s policies as enumerated at points III above.
•
The Nomination and Remuneration Committee shall ratify such appointment and removal of KMP and Senior Management Personnel.
VII Effective Date:
This policy shall be effective from 1st April, 2014.
VIIIAMENDMENT:
The Policy shall be modified or amended in whole or in part, at any time as the Nomination and Remuneration Committee deems fit.
8
SD/K. Subrahmanian
Vice Chairman & Managing Director
Annexure II to Boards’ Report
FORM No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015
(Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To,
The Members,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by
Afcons Infrastructure Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Afcons Infrastructure Limited’s books, papers, minute books, forms and returns filed and other records maintained by
the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial
audit and the representations made by the Company, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper
Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Afcons
Infrastructure Limited for the financial year ended on 31st March, 2015 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial Borrowings;
(iv) Other laws applicable to the Company as per the representations made by the Company.
The Secretarial Standards with respect to board and general meetings of The Institute of Company Secretaries of India are not in force as on the
date of this report.
During the period under review and as per the explanations and clarifications given to us and the representations made by the Management, the
Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above to the extent applicable except
that the company is yet to appoint a woman director as required under section 149(1) of the Companies Act, 2013 read with rules made thereunder.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors as on 31st March, 2015. The changes in the composition of the Board of Directors that took place during the period under review were carried
out in compliance with the provisions of the Act.
Adequate notice for the Board/Committee Meetings was given at least seven days in advance to the directors for holding the Board Meetings
during the year. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
We further report that as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate
with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
9
We further report that during the audit period the Company had following events which had bearing on the Company’s affairs in pursuance of the
above referred laws, rules, regulations, guidelines etc :
Issued the debentures as mentioned below
(i)
500, 9.99% Unsecured, Redeemable, Unlisted, Rated, Non-Convertible Debentures of the face value of ` 10,00,000/- (Rupees Ten Lacs only)
each aggregating ` 50 crores
(ii) 500, 9.87% Unsecured, Redeemable, Unlisted, Rated, Non-Convertible Debentures of the face value of ` 10,00,000/- (Rupees Ten Lacs only)
each aggregating ` 50 crores
For Parikh Parekh & Associates
Company Secretaries
Jigyasa Ved
Partner
FCS No: 6488 CP No: 6018
Place: Mumbai
Date: 20th August, 2015
This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.
‘Annexure A’
To,
The Members
Afcons Infrastructure Limited
Our report of even date is to be read along with this letter.
1.
Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2.
We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of
the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that
the process and practices, we followed provide a reasonable basis for our opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4.
Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of
events etc.
5.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our
examination was limited to the verification of procedure on test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
For Parikh Parekh & Associates
Company Secretaries
Jigyasa Ved
Partner
FCS No: 6488 CP No: 6018
Place: Mumbai
10
Annexure III to Board’s Report
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2015
[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS :
CIN
Registration Date
Name of Company
Category/ Sub-Category of the Company
Address of the Registered office and contact details
U45200MH1976PLC019335
21.11.1976
Public Company limited by Share Capital / Indian Non-Government Company
Afcons House, 16, Shah Industrial Estate, Veera Desai Road, Azad Nagar,
P.O., Andheri West, Mumbai-400053
Tel.: +91 22 67191000 Fax: +91 22 26730027 / 1031 / 0047
Email id: [email protected] Website : www.afcons.com
Whether Listed company
No
Name, Address and Contact details of Registrar and Transfer Cameo Corporate Service Limited
agent, if any
Subramanian Building, 1 Club House Road,
Chennai-600002
Tel.no.: 044-28460390
Fax no.: 044-28460129
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :
All the business activities contributing 10% or more of the total turnover of the company shall be stated :
Sr. Name and Description of main products /services
NIC Code of the product /service % of total turnover of the
No.
company
1.
Construction Activities
41001, 42101, 42102, 42201,
100
III
Particulars of Holding, Subsidiary and associate Companies:
Sr. Name and Address of the Company
No.
1
2
3
4
5
6
7
8
9
10
11
12
Shapoorji Pallonji and Company Private Limited
Hazarat & Co. Private Limited
Afcons Corrosion Protection Private Limited
Afcons Offshore and Marine Services Private
Limited
Afcons Construction Mideast LLC
Afcons Gulf International Projects Services FZE
Afcons Infrastructures Kuwait for Building, Roads
and Marine Contracting WLL
Afcons Overseas Construction LLC
Afcons Mauritius Infrastructure Limited
Afcons Overseas Singapore Pte Ltd.
Afcons Infra Projects Kazakhstan LLC
Afcons Sener LNG Construction Projects Pvt.Ltd.
CIN /GLN
% of shares
held
Applicable
section
U45200MH1943PTC003812
U74999MH1982PTC028701
U28920MH1985PTC036876
U11101MH1984PTC032807
Holding /
Subsidiary /
Associate
Holding
Subsidiary
Subsidiary
Subsidiary
*51.74%
100%
100%
100%
2(46)
2(87)(ii)
2(87)(ii)
2(87)(ii)
-
Subsidiary
Subsidiary
Subsidiary
49%
100%
49%
2(87)(i)
2(87)(ii)
2(87)(i)
U45400MH2015PTC260889
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associate
49%
100%
100%
100%
49%
2(87)(i)
2(87)(ii)
2(87)(ii)
2(87)(ii)
2(6)
* Considered percentage of total share capital held along with subsidiary companies.
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
Category of
Shareholders
Demat
A. Promoters
(1) Indian
a) Individual/ HUF
b)Central Govt.
c)State Govt.(s)
d) Bodies Corp.
e) Banks /FI
f) Any Other…
Sub-total (A) (1):
48900182
48900182
No. of Shares held at the
beginning of the year
Physical
Total
% of Total
Shares
21048429
21048429
69948611
69948611
97.1909
97.1909
11
Demat
49009022
49009022
% change
end of the year
during
Physical
Total
% of Total the year
Shares
21048429
21048429
70057451
70057451
97.3423
97.3423
0.1513
0.1513
Category of
Shareholders
Physical
Total
% of Total
Shares
Demat
% change
end of the year
during
Physical
Total
% of Total the year
Shares
Demat
(2) Foreign
a) NRIs-Individuals
-
-
-
-
-
-
-
-
-
b) Other- Individuals
-
-
-
-
-
-
-
-
-
c) Bodies Corp.
-
-
-
-
-
-
-
-
-
d) Banks/FI
-
-
-
-
-
-
-
-
-
e) Any Other…
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
48900182
21048429
69948611
97.1909
49009022
21048429
70057451
97.3424
0.1513
a) Mutual Funds
-
-
-
-
-
-
-
-
-
b) Banks /FI
-
-
-
-
-
-
-
-
-
c) Central Govt.
-
-
-
-
-
-
-
-
-
d) State Govt(s)
-
-
-
-
-
-
-
-
-
e) Venture Capital Funds
-
-
-
-
-
-
-
-
-
f) Insurance Companies
-
-
-
-
-
-
-
-
-
g) FIIs
-
-
-
-
-
-
-
-
-
h) Foreign Venture Capital
Funds
-
-
-
-
-
-
-
-
-
i) Others (specify)
-
-
-
-
-
-
-
-
-
Sub-total (B) (1) :
-
-
-
-
-
-
-
-
-
1040
50000
51040
0.0711
-
50000
50000
0.0695
(0.0016)
i) Individual Shareholders
holding nominal share
capital upto ` 1 Lakh
125657
365031
490688
0.6818
100587
318190
418777
0.5819
(0.0907)
ii) Individual Shareholders
holding nominal share
capital in excess of
` 1 Lakh
91145
68668
159813
0.2221
91145
57148
148293
0.2060
(0.0160)
(0.0338)
Sub-total (A) (2) :
Total Shareholding
of Promoter
(A) = (A)(1) + (A)(2)
B. Public Shareholding
(1) Institutions
(2) Non- Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
c) Others (specify)
Director and their relatives
84488
44228
128716
0.1788
84488
19859
104347
0.1450
-
1191370
1191370
1.6554
-
1191370
1191370
1.6554
-
Sub-total (B) (2) :
302330
1719297
2021627
2.8091
276220
1636567
1912787
2.6577
(0.1421)
Total Public
Shareholding
(B) = (B)(1) +(B)(2)
302330
1719297
2021627
2.8091
276220
1636567
1912787
2.6577
(0.1421)
Promoter and Promoter
Group
-
-
-
-
-
-
-
-
-
Public
-
-
-
-
-
-
-
-
-
Total Custodian (C)
-
-
-
-
-
-
-
-
-
49202512
22767726
71970238
100.0000
49285242
22684996
71970238
100.0000
-
Trusts
C. Shares held by
Custodian for GDRs &
ADRs
Grand Total
(A) +(B) +(C)
12
(ii) Shareholding of Promoters
Sr.
No.
Shareholder’s Name Shareholding at the beginning of the year
1.
SHAPOORJI
PALLONJI & CO
PVT. LTD.
48900182
67.9448
-
49009022
68.0962
-
0.1513
2.
FLOREAT
INVESTMENTS
LIMITED
13015929
18.0851
-
13015929
18.0851
-
-
3.
Hermes
Commerce
Limited
4016250
5.5804
-
4016250
5.5804
-
-
4.
RENAISSANCE
COMMERCE
PRIVATE LTD
4016250
5.5804
-
4016250
5.5804
-
-
69948611
97.1909
-
70057451
97.3423
-
0.1513
No. of
% of total
Shares Shares of the
Company
Total
Shareholding at the end of the year
% of Shares
Pledged/
encumbered
to total
shares
No. of
% of total
Shares Shares of the
Company
% change
in share
% of Shares
holding
Pledged/
during the
encumbered
year
to total
shares
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Sr
No
Name of the Share holder
Shareholding at the
No of shares
Cumulative Shareholding
during the year
'% of total
shares of
the company
No of shares
'% of total
shares of
the company
1 SHAPOORJI PALLONJI & CO PRIVATE LIMITED
At the beginning of the year 01-Apr-2014
Purchase 13-Jun-2014
48900182
67.9448
48900182
67.9448
500
0.0006
48900682
67.9456
Purchase 30-Jun-2014
1040
0.0014
48901722
67.9471
Purchase 29-Aug-2014
5580
0.0077
48907302
67.9548
67.9555
Purchase 10-Oct-2014
480
0.0006
48907782
Purchase 07-Nov-2014
16260
0.0225
48924042
67.9781
Purchase 28-Nov-2014
1200
0.0016
48925242
67.9798
Purchase 19-Dec-2014
6720
0.0093
48931962
67.9891
Purchase 31-Dec-2014
9500
0.0131
48941462
68.0023
Purchase 30-Jan-2015
6250
0.0086
48947712
68.0110
Purchase 13-Feb-2015
900
0.0012
48948612
68.0122
Purchase 13-Mar-2015
28011
0.0389
48976623
68.0512
68.0532
1400
0.0019
48978023
30999
0.0430
49009022
68.0962
49009022
68.0962
49009022
68.0962
At the end of the Year 31-Mar-2015
2 FLOREAT INVESTMENTS LIMITED
13015929
18.0851
13015929
18.0851
13015929
18.0851
13015929
18.0851
4016250
5.5804
4016250
5.5804
4016250
5.5804
4016250
5.5804
4016250
5.5804
4016250
5.5804
4016250
5.5804
4016250
5.5804
3 Hermes Commerce Limited
4 RENAISSANCE COMMERCE PRIVATE LIMITED
13
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sr.
No.
1.
2.
3.
4.
5.
6.
7.
8.
For Each of the Top 10 Shareholders
Shareholding at beginning
of the year
No. of Shares
% of total
Shares of the
company
Afcons Shareholding (Holiday Assistance) Trust No.1
Trustee:
Homeyar Jal Tavaria
JT1 : Jimmy Jehangir Parkh
JT2 : Firoze Kavash Bathena
At the beginning of the year 1-April-2014
At the end of the year 31-March-2015
Trustee:
Homeyar Jal Tavaria
Trustee:
Homeyar Jal Tavaria
Afcons Shareholding (Educational Assistance) Trust
No.1
Trustee:
Homeyar Jal Tavaria
No.2
Trustee:
Homeyar Jal Tavaria
No.3
Trustee:
Homeyar Jal Tavaria
Afcons Shareholding (Health Promotion) Trust No.1
Trustee:
Homeyar Jal Tavaria
Trustee:
Homeyar Jal Tavaria
14
during the year
No. of Shares
% of total
Shares of the
company
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
Sr.
No.
9.
10.
For Each of the Top 10 Shareholders
of the year
No. of Shares
% of total
Shares of the
company
Trustee:
Homeyar Jal Tavaria
Afcons Shareholding (General Assistance) Trust No.1
Trustee:
Homeyar Jal Tavaria
during the year
No. of Shares
% of total
Shares of the
company
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
50000
50000
0.0694
0.0694
v) Shareholding of Directors and Key Managerial Personnel:
Sr.
No.
For Each of the Directors and KMP
Name of the Directors
of the year
No. of Shares
1.
2.
4.
% of total
Shares of the
company
No. of Shares
% of total
Shares of the
company
Mr. S. P. Mistry
At the beginning of the year
-
-
-
-
Date wise Increase/ Decrease in Shareholding
during the year specifying the reasons for increase
/decrease (e.g. allotment/ transfer/ bonus/sweat
equity etc.,)
-
-
-
-
At the end of the year
-
-
-
-
17749
0.0246
17749
0.0246
Sale 30-Jan-2015
17749
0.0246
-
-
-
-
-
-
-
-
-
-
equity etc.,)
-
-
-
-
-
-
-
-
Mr. N. J. Jhaveri
3.
during the year
Mr. N. D. Khurody
Mr. J. J. Parakh
6619
0.0091
6619
0.0091
equity etc.,)
-
-
-
-
As on 02/02/2015 (being the date on which he cease
to be Director of the Company)
6619
0.0091
6619
0.0091
15
Sr.
No.
Name of the Directors
of the year
No. of Shares
5.
during the year
% of total Shares
of the company
No. of
Shares
% of total Shares
of the company
Mr. P. N. Kapadia
6.
Date wise Increase/ Decrease in Shareholding during
the year specifying the reasons for increase /decrease
(e.g. allotment/ transfer/ bonus/sweat equity etc.,)
-
-
-
-
-
-
-
-
Mr. R. M. Premkumar
-
-
-
-
-
-
-
-
-
-
-
-
Mr. U. N. Khanna
-
-
-
-
-
-
-
-
-
-
-
-
58208
0.0808
58208
0.0808
-
-
-
-
58208
0.0808
58208
0.0808
26280
0.0365
26280
0.0365
-
-
-
-
26280
0.0365
26280
0.0365
7.
8.
Mr. K. Subrahmanian
9.
Mr. S. Paramasivan
Sr.
No.
Name of the Key Managerial Personnel
of the year
No. of Shares
1.
% of total Shares
of the company
No. of
Shares
% of total Shares
of the company
Mr. P. R. Rajendran
2.
during the year
Mr. Ashok G. Darak
16
3942
0.0054
3942
0.0054
-
-
-
-
3942
0.0054
3942
0.0054
760
0.0010
760
0.0010
-
-
-
-
760
0.0010
760
0.0010
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding /accrued but not due for payment
(` In Lacs)
Indebtedness at the beginning of the financial year
i) Principal amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i + ii + iii)
Change in indebtedness during the financial year
•
Addition
•
Reduction
Net Change
Indebtedness at the end of financial year
i) Principal amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i + ii + iii)
Secured Loan
Unsecured Loan
Deposits Total Indebtedness
79,524.72
79,524.72
53,448.68
706.08
54,154.76
-
1,32,973.40
706.08
1,33,679.48
33,157.13
26,635.64
86,046.21
1,14,903.25
1,13,910.05
55,147.95
-
1,48,060.38
1,40,545.69
1,41,194.17
86,046.21
86,046.21
54,023.85
1124.11
55,147.96
-
1,40,070.06
1124.11
1,41,194.17
VI.A. Remuneration to Managing Director, Whole-time Directors and /or Manager :
Sr.
No.
Particulars of Remuneration
1.
Gross Salary
(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17 (2) Income-tax Act,
1961
(c) Profits in lieu of salary under section 17(3)
Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others, please specify…
Others, please specify
TOTAL (A)
Ceiling as per the Act #
2.
3.
4.
5.
(` In Lacs)
Mr. K. Subrahmanian
Vice Chairman &
Managing Director
Mr. S. Paramasivan
Deputy Managing
Director
Total Amount
166.29
128.40
294.69
4.49
3.60
8.09
-
-
-
-
-
170.78
132.00
302.78
1096.94
# calculated @10% of the net profits of the Company under section 198 of the Companies Act,2013.
B. Remuneration to other directors : 1. Independent Directors
(` In Lacs)
Sr. No. Particulars of Remuneration
a
Fees for attending Board/Committee
meetings
b
Commission
c
Total (1)
Mr. N. D. Khurody
1.80
Mr. R. M. Premkumar
0.90
Mr. P. N. Kapadia
2.70
Total Amount
5.40
1.80
0.90
2.70
5.40
2. Other Non Executive Directors
Sr.
No.
Particulars of Remuneration
a
Fees for attending Board/
Committee meetings
Commission
b
c
Mr. S. P. Mistry
Total (2)
TOTAL B =(1+2)
Total Managerial Remuneration*
Overall ceiling as per the Act^
Name of Directors
Mr. N. J. Jhaveri
Mr. J. J. Parakh
Total Amount
0.60
1.00
1.00
Mr. Umesh
Khanna
0.60
0.60
1.00
1.00
0.60
3.20
3.20
8.60
302.78
1206.64
* Total Managerial Remuneration mean total remuneration to Managing Director, Whole- time Director and Other Directors (being total of A and B)
^ Calculated @11% of the net profits calculated under section 198 of the Companies Act,2013.
17
C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD :
(` In Lacs)
Sr. No. Particulars of Remuneration
Key Managerial Personnel
Total amount
Mr. Ashok G. Darak, Chief
Financial Officer
Mr. P. R. Rajendran,
Company Secretary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
59.80
71.71
131.51
(b) Value of perquisites u/s 17 (2) Income-tax
Act, 1961
0.44
0.21
0.65
(c) Profits in lieu of salary under section17(3)
Income-tax Act, 1961
-
-
-
2.
Stock Option
-
-
-
3.
Sweat Equity
-
-
-
4.
Commission
- as % of profit
-
-
-
- others, please specify…
-
-
-
60.24
71.92
132.16
1.
5.
TOTAL C
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :
Type
Section of
Companies Act
Brief Description
Details of Penalty Authority [RD/NCLT
/ Punishment /
/COURT]
Compounding fees
imposed
A. COMPANY
Penalty
Punishment
None
Compounding
B. DIRECTORS
Penalty
Punishment
None
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
None
Compounding
18
Appeal made, if
any (give details)
Annexure IV to Boards’ Report
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
1.
A brief outline of the company's CSR policy, including overview of :
projects or programs proposed to be undertaken and a reference to
the web-link to the CSR policy and projects or Programmes
Afcons CSR Policy aims at implementing its CSR activities in
accordcance with section 135 of the Companies Act, 2013 and the
Rules thereunder. The CSR Committee shall periodically review the
implementation of the CSR.
CSR Policy is available on the website of the Company www.afcons.
com/ web link: http://www.afcons.com/afcons-csr-policy.html
2.
The Composition of the CSR Committee.
:
Mr. K. Subrahmanian – Chairman
Mr. P. N. Kapadia – Member
Mr. Umesh Khanna – Member
3.
Average net profit of the Company for last three financials years.
:
(` 40 crores)
In terms of the definition of Net Profit provided in the Companies
(Corporate Social Responsibility) Rules 2014, profits arising out of
overseas branches has not been considered, therefore the profits
from Indian operations of the Company is showing a loss.
Prescribed expenditure (two per cent. of the amount as in item 3 :
above)
Not Applicable
5.
Details of CSR spent during the financial year 2014-15.
:
Not Applicable
a)
Total amount to be spent for the financial year;
:
Not Applicable
b)
Amount unspent, if any;
4.
As the Average Net Profit for three preceding financial years is
negative.
c) Manner in which the amount spent during the financial year is detailed below:
Sr.
No.
CSR project
or activity
identified
Sector in
which the
project is
covered
Projects or Programs
(1) Local area or
other
(2) Specify the
state and district
where projects
or programs was
undertaken
1.
2.
Amount outlay
(budget)
project or
Programs wise
(` In Lacs)
Sub Heads;
(1) Direct expenditure
on projects or
programs
Cumulative
expenditure up
to the reporting
period
(` In Lacs)
Amount Spent:
direct or through
implementing
agency
(2)Overheads
Ashramshala
School
Project,
Education
1.
Schedule
VII clause
(ii)
Padsare, Raigad
District
2.
School
Improvement
Programme
Relief
Material
provided for
J&K flood
victims
Disaster
relief
1.
Jammu & Kashmir 19.50
2.
Donation of
blankets & solar
lamps for flood
victims
Schedule
VII Clause
(viii)
Amount spent on the
project or Programs
9.24
Direct Expenditure
17.50
through corporate office
Direct
Direct Expenditure
19.50
through corporate office
Direct
6.
In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the company
shall provide the reasons for not spending the amount in its Board Report – Not Applicable
7.
“The implementation and monitoring of Corporate Social Responsibility policy is in compliance with CSR Objectives and CSR Policy of the
Company.”
K. Subrahmanian
Vice Chairman & Managing Director &
Chairman of the CSR Committee
19
MANAGEMENT DISCUSSION AND ANALYSIS
Overview of the Global Economy
The global economy has till now not gained the momentum as many of the developed economies continue to grapple with the legacies of the financial
and euro-area crises. Emerging economies also were less dynamic than in the past. Decrease in investment, including in China, has led to a lower
capital growth and slowdown in total productivity across the world. OPEC’s decision to maintain oil production levels saw a reallocation of real income
from oil exporting nations to oil importing ones. In Middle East, opportunities shrunk between the 3rd and 4th quarter because of loss in revenues.
Growth in CIS region also slowed sharply majorly because of oil price reduction and dependency on Russia for trade & remittances. Activity in Africa
was affected by declining commodity prices and Ebola Health situation; funding in the continent also remains scarce.
Global growth is projected to be 3.5% in 2015 (IMF). With most explanations suggesting that the oil price decline is going to stay for some more
time, realignment to the new price paradigm will create an opportunity for decreasing subsidies in oil products and replace them with developmental
programs for importers. Exporting economies will face a challenging time and their strategy will depend on ability to absorb the revenue decline for
keeping up with fiscal plans.
With the new government in India and re-election of President in Brazil, ambitious plans are being drawn out in the two emerging economies.
Infrastructure growth is expected to get damped by the oil price fall but on the flip side strengthening of Infrastructure to build diversified business
capabilities will be required to reduce the economies reliance on oil prices. The newly crowned King of Saudi Arabia has already initiated consolidation
of policies of the kingdom for taking it on a development-pro track. UAE, Oman and Qatar are also rationalising their investments based on priorities
and looking at diversification into newer industries for revenue generation. Negative effects of oil price shock were also seen in African nations like
Democratic Republic of Congo, Ghana and Nigeria. The Ebola epidemic of 2014 in West Africa has hurt the economies badly and these are now
being mostly supported by foreign aid.
OVERVIEW OF THE INDIAN ECONOMY
India, whose energy imports account to more than 6% of its GDP, reported a positive current account surplus in the last quarter of FY 2014-15, and it
also decontrolled the price of diesel fuel in the third quarter of FY 2014-15. With a new pro-development government at the centre, India also reached
out to developed nations like China and Japan for pushing trade, manufacturing in India and inviting investments into India’s Infrastructure.
India’s GDP has grown at 7.3% rate y-o-y in the fiscal. Central Government’s first full year union budget, which was released in the last quarter,
envisions a big push to infrastructure spending in 2015-16. The Goods and Services Tax (GST) Constitution Amendment Bill, a single national taxation
system, has been proposed to be implemented from 1st April 2016. India’s central bank, RBI, had reduced the interest rates at two instances in the last
quarter by a total 50 bps; further cut in the rates can be expected in 2015-16. Overall India’s investment outlook has improved in this year.
The World Economic Forum Global Competitiveness Report 2014-15 ranked India at 87th position out of 144 countries in terms of infrastructure
quality with ‘inadequate supply of infrastructure’ listed as one of the most problematic factors for doing business in the country. A positive investment
sentiment by itself will not be sufficient to improve the business environment, especially in the infrastructure sector. Challenges such as disputes in
land acquisition, enforcement of laws, funding constraints and other contractual issues amongst others will continue to keep the investors away till
them getting resolved. The actions taken this year by the government encourage policy reforms to maintain the growth momentum of the economy.
Implementation of effective policies can anyways take some time before visible changes are seen in the infrastructure sector.
INDUSTRY STRUCTURE AND DEVELOPMENT
The Construction Industry continues to be the 2nd largest employer and contributor to economic activity, after agriculture sector. The construction
sector also accounts for 2nd highest inflow of FDI after the services sector and employs more than 3.5 crore people. The industry contributes almost
10% of the country’s GDP. The Indian construction industry was valued at ` 7,81,200 crores in the last fiscal with 50% of the demand coming from the
infrastructure sector; the rest comes from industrial activities, residential and commercial development etc.
The Indian government has replaced the Planning Commission of India with the newly formed National Institution of Transforming India Aayog (NITI
Aayog) for supporting government for social and economic issues. The Indian government has announced public investment plan of ` 1,42,000
crores with a focus on roads and railways in its first full year national budget for fiscal 2015-16. Implementation details of the said plans will provide
the visibility into the schedule and level of infrastructure spending.
With ambitious plans to build infrastructure in the country, there will be a substantial funding requirements. We have seen a push for brining private
investments, through PPP, in the Infrastructure projects last year. As there limited contribution by the non-bank resources, banks only have to bear
the burden of the financing needs. High reliance on debt financing and various uncertainties has put tremendous pressure on the viability of projects
and has also led to a record number of companies going for Corporate Debt Restructuring in last couple of years. Developmental agencies, especially
Roads authorities, have introduced the Hybrid model which is a combination of BOT (build-operate-transfer) Annuity model and the EPC (engineeringprocurement-construction) models. To ease infrastructure financing, RBI has also allowed banks to finance projects for 25 years with an option to
rollover the loan every five years.
The government has announced large scale infrastructure programs for Railways, Roads, Industrial corridors, Ports, and other segments. These
programs are definitely much required by the country for its growth and are expected to create large opportunities for the construction companies.
OPPORTUNITIES
As per World Bank data a 1% increase in physical infrastructure stocks can raise the GDP by as much as 1 – 2% points in the short term. In the
present economic scenario, high focus on infrastructure is essential for sustaining strong growth in coming years. Development of infrastructure will
not only create a structure for improving standards of living but also create employment, reduce the cost of doing business and improve production
efficiency.
Announcements for developing 100 smart cities, inland waterways, industrial corridors, and high speed railways, does create excitement and coupled
with the expected policy decisions on issues such as land acquisition hurdles, timely clearances of projects, inter-ministry coordination will provide
the necessary momentum for the sector to realise its potential.
20
Road
The transport sector constitutes 6% of the country’s GDP and 70% of the share of the roads sector. A road network of 48 lakh kms makes it the
world’s second largest network. This extensive network handles more than 60% of freight and 90% of passenger traffic. The rise in passenger vehicle
traffic and freight traffic along with strong trade flows between states will be driving the growth in the roads sector. Programmes such as The National
Highway Development Project (NHDP), Special Accelerated Road Development Program for the North-east region (SARDP-NE), National Highways
Interconnectivity Improvement Project (NHIIP) aim to further develop a total of 64,000 kms of National Highways in coming years.
In terms of implementation, NHAI aimed to award 5,000 kms of projects in 2014-15 and another 400 kms were to be awarded by MORTH. In 2014-15
NHAI awarded 700 kms under BOT mode and 2,400 kms under EPC mode. This is more than double the achievement of 2013-14, when NHAI was
able to award 313 kms under BOT and ~ 800 kms under EPC mode. 100% FDI is has also been made open under the automatic route for the roads
and highway sector.
EPC dominated in 2014-15 as majority of PPP projects did not take off in the earlier year because of lack of financial appetite of developers, delays
in clearances amongst others. As most of the EPC projects launched this year were small in size, this has led to emergence of new contractors.
Majority of the projects awarded to these new contractors were won at prices below NHAI estimates. This trend shows a continuation of aggressive
pricing in this sector.
NHAI targets to further speed up the award process in 2015-16. The target set is for 2,800 kms in EPC, 1,000 kms in BOT and 1,500 kms in hybrid
mode. For PPP projects, NHAI has made modifications to the Model Concession Agreement terms this year to attract developers for taking projects
under PPP mode as well. The introduction of hybrid model for BOT projects in this fiscal is focused to bring back private investment which has been
missing since last couple of years. Simultaneously the focus on EPC Projects is expected to remain high. An increasingly high competitive intensity
and skewed contractual terms are going to be the key pressure points for the sector.
Railways
A rail network of more than 64,600 kms makes Indian Railways the world’s third largest railway network. It carries over 2.3 crore passengers and 30
lakh tonnes of freight every day making it the largest passenger carrier and the fourth-largest rail freight carrier in the world. Increasing urbanisation
and industrialisation across the country has been driving the slow but steady increase in the passenger and freight traffic volumes over the last fourfive years. A report was released by NITI Ayog (Debroy Committee) in March 2015 on modernizing the Indian Railways. The report highlights that the
Indian Railways has suffered from high operating costs and lacks dynamism. Inadequate funds, substandard contracts and selection of contractors
with inadequate experience lead to cost and time overruns.
Ministry of Railways had planned to construct six high-capacity, high-speed dedicated freight corridors along the Golden Quadrilateral and its
diagonals to match the increasing traffic. These projects are yet to pick up pace to achieve completion.
The union budget of 2014–15 has put a high focus on diamond quadrilateral network of high speed rail. Rail connectivity to ports through private
participation is also in the anvil. Feasibility study for high speed trains by Japanese and Chinese companies is also underway. Thus high technology
opportunities are expected to develop in this segment in coming years.
MRTS / Urban Infrastructure
Rapid urbanisation and growing population in cities have led to planning and building Mass Rapid Transport Systems such as Metro / Monorail
systems which uses technology to offer high utilisation and convenience to the commuters. Successful implementation of metro rail projects in the
cities of Kolkata, Delhi, Bengaluru and Mumbai have set an example for cities with populations exceeding 20 lakh for developing advanced transport
structure as part of urban planning itself.
Mass Rapid Transit Systems projects are at various stages of planning and implementation for the following cities of India: Pune, Nagpur, Ahmedabad,
Lucknow, Hyderabad, Chandigarh, Jaipur, Kochi, Patna, Surat, Vijaywada and Visakhapatnam. EPC as well as PPP modes will be used to implement
the projects. This sector gives a highly visible project pipeline for next five years, though competitive intensity is expected to remain high.
Ports
Maritime transport handles 90% of the country’s trade by volume and 70% by value. There are 12 major and 60 non-major operational ports in India
as on date and the sector has attracted an investment of ` 43,000 crores between 2010 and 2014. The sector already has 100% FDI allowed under
the automatic route for projects related to the construction and maintenance of ports and harbours.
Under the Maritime Agenda 2010–2020, the Ministry of Shipping has set a target capacity of over 3,130 MT by 2020 which will be driven by private
sector participation. More than 50 per cent of this capacity is anticipated to be generated at non-major ports. Under this year’s union budget, the
government of India has announced Inland Waterways Development project plan for converting 101 rivers across the nation into waterways to
promote water transport and create an alternate to road and rail transport. ‘Sagarmala’ project (string of ports) has been re-announced, which aims to
develop 10 coastal economic regions. The government has also announced to set up two new major ports, one each at Sagar in West Bengal and the
other at Dugarajapatnam in Nellore district of Andhra Pradesh. An amount of ` 11,600 crores has also been allocated for Phase-1 of the development
of the Outer Harbour Project in Tuticorin.
Power
The fiscal 2014-15 was a year of achievement for the power sector. The generation capacity addition during the year was 22,566 MW against a target
of 17,830 MW, which is the highest ever achievement in a single year for India. The annual electricity generation crossed One Lakh Crore Units, which
is another first time for India. This huge capacity addition coupled with higher generation and improvement in transmission capacity has resulted in
reducing the electricity energy shortage from a level of 7 to 11% during the last two decades to a record low of only 3.6% during the year 2014-15.
The power generation capacity addition was majorly achieved by commissioning of Thermal power capacity. However, thermal power and gas power
capacity addition has been plagued by fuel availability concerns. Increased dependence on imported fuel results in higher generation costs. Increased
generation costs and poor financials of state electricity distribution companies has led to under-procurement of power by States.
In the budget government has proposed 5 new Ultra Mega Power Projects, and has brought in renewed focus on renewable power production.
Hydro power projects are expected to take some time before taking off, given the extent of clearances required for such projects.
21
Overseas Market
The Infrastructure sector saw a slowdown in investments in most parts of globe in the present fiscal. This was majorly due to fall in oil and commodity
prices because of supply-demand positioning. For GCC countries, where oil and gas revenues contribute to more than 75% of total export earnings,
will face US$ 215 billion loss in oil revenues, if, the prices continue to stay low. Saudi Arabia, with US$ 700 billion in reserves, is not planning to cut
on infrastructure investments in near future. Qatar, UAE and Oman are looking to diversification and rationalisation in capital investments to keep
running the economy. A slowdown in consumption of commodities like coal, iron-ore and copper in China along with overproduction by mines in
Africa, Australia and other parts led to a glut in prices which is now impacting the capital investment plans of mining companies and also hitting the
economies which relies on commodity export revenues. One of the most severe public health emergencies seen in modern times, the Ebola epidemic
of 2014-15, caused more than 11,000 deaths in the Western Africa region. There was almost a total shutdown of business in the affected regions
because of this.
Weak crude oil prices have also hurt the energy-exporting countries of CIS region. Growth slowed sharply for the region to 1.5% in the fiscal. Exports
to Russia had reduced in excess of 10% in Kazakhstan and Uzbekistan.
Economies in Southeast Asia saw a growth of ~ 5% in 2014-15 compared to a ~ 6% growth in the earlier year. The region is set to comeback as
domestic demand in Indonesia and Malaysia has started to pick up from the last quarter. Thailand already has an established manufacturing base
and Vietnam is rapidly scaling up its manufacturing base. Philippines is expected to continue to leverage on its strong logistics market to post high
economic growth in 2015-16. These growth drivers will create newer infrastructure opportunities in respective markets.
Closer home, Sri Lanka, Nepal and Bangladesh reported growth in excess of 5.5% in this fiscal. Funding support from JICA, ADB, World Bank and
also the Indian government is expected to drive infrastructural growth in the region. The announcement of forming BRICS bank and Asia Infrastructure
Investment Bank will also create an additional pool of funds for developing infrastructure in their target regions.
BUSINESS OVERVIEW
During the year, the Company has bagged orders of approx ` 6,910 crores. The sectors of key businesses to the Company faced increased level of
competitive intensity due to lower number of jobs and increase in competition. The pending order book position of the Company as on 31st March 2015
was ` 11,968 crores. While our quality of orders is good and the order size is about 3.31 times of our turnover, we aim to increase the order book size.
During the last decade, the Company has executed projects in Abu Dhabi, Dubai, Qatar, Mauritius, Madagascar, Oman, Yemen, Algeria, Jordan,
Bahrain and Liberia. Currently, the Company is executing projects in Bangladesh and Kuwait. Project in Liberia is under suspension because of health
emergency in the country caused by Ebola scare. During the year ended 31st March 2015, the Company achieved approx 24.02% of its turnover from
overseas market. This reflects an improvement vis-a-vis and shown company’s determination and we expect this situation to improve further in the
next couple of years.
The growth of the Company has been well diversified across different segments and geographies on the desired line and focus. All the segments are
well balanced and there is no over dependence on any one sector or geography and we remain present in all segments with reasonable participation.
CONSOLIDATED FINANCIAL PERFORMANCE
Your Company has achieved total income of ` 4,070.24 crores for the year compared to the previous year’s ` 3,674.41 crores showing an increase of
10.77%. The EBIDTA for the year was ` 409.66 crores compared to ` 408.88 crores in the previous year resulting in increase by 0.19%. The Consolidated
Profit before Tax for the year was ` 78.82 crores compared to ` 94.87 crores in the previous year resulting in a decrease of 16.92%.The Consolidated
Profit after Tax for the year was ` 53.18 crores compared to ` 49.17 crores in the previous year resulting in increase by 8.15%. Our Order book as on
31st March, 2015 was ` 11,968 crores as compared to previous year order book of ` 7,851 crores.
RISK AND CONCERNS
A. Global Events
Global political and economic events made a strong impact on Indian economy. Some of these events are listed below:
•
Volatility in prices of Oil and Commodity can impact the infrastructure investment outlay for both exporting and importing economies.
•
The European debt crisis continues to haunt global financial markets. Implication of this is yet to be ascertained.
•
Rising terrorism in Middle East & North Africa is a major concern for doing business in affected areas.
•
High competitive intensity for the limited global opportunities.
B. Domestic Events:
This year, when most competing economies are facing challenges, India promised to accelerate its growth.
•
Low levels of clarity in certain policies e.g. Land Acquisition Bill, GST Bill, Decreasing level of interest in PPP etc
•
Investor confidence for infrastructure projects has not picked up even after reduction of interest rate by 50bps and new refinancing schemes
announced by Reserve Bank of India.
•
Foreign funding support, primarily from China, for developing new infrastructure will open the entry of Chinese companies which can further
increase the competitive intensity in the market.
•
Availability of skilled manpower and high attrition levels of employees in the industry.
•
Dispute resolution mechanism is time consuming resulting into significant blockage of working capital.
•
Increasing competitive intensity across segments, due to mushrooming of competition in the last few years, and slowdown in award of
projects.
Your Company’s presence in projects across various segments of construction business both in India as well as abroad has helped to mitigate the
above constraints and also ensure long term sustainable growth with profitability.
22
OUTLOOK
The global capital investment climate is on a slow revival path and will take some more time to pick up pace. Growth forecast for the Indian economy
looks optimistic and is one of the best in global markets. The government is aiming to achieve a growth in GDP of 8–8.5% y-o-y for FY 2015-16
and believes that double digit growth number in coming years is also achievable. The pro-development policies of Indian government are bringing
attention of rest of the world to India as an attractive investment destination.
Your company will continue to follow a path of de-risking as a key component of its growth. We have been successful to build about 20% of our turnover
from overseas market. Going forward, we target to continue strengthening our international businesses and gradually take revenue contribution from
overseas markets from present 20% to 50% in next few years.
Your Company would continue to maintain its status as a prominent Transnational Infrastructure Company recognized for its business innovation,
focused on Total Satisfaction and creating enhanced value for all our stakeholders.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACIES
The Company is maintaining an effective system of internal control for facilitating accurate, reliable and speedy compilation of financial information,
safeguarding the assets and interests of the Company and ensuring compliance with all laws and regulations. The internal control system is managed
through continuous internal audit by outside professionals who conduct audits of Project sites of the Company throughout the year to test the
adequacy of the internal systems and suggest continual improvements. All significant audit observations and follow up actions are reported to the
Audit Committee along with Internal Audit reports and managements responses/replies thereon. The operational control exist through well laid out
system of checks and balances and hierarchy of reporting from site level to central management groups to the senior management and the Directors.
HUMAN RESOURCES DEVELOPMENT
The Company HR Policy focuses on:
•
Talent Acquisition through a defined talent management strategy in alignment with business goal and targets.
•
Imparting Learning and Development to employees and prepare them for their current and future roles.
•
Adequate Compensation Package coupled with Incentives, rewards and recognitions.
•
Building a culture of innovation and creativity in construction process.
The Company continued to take numerous initiatives towards effective training and development for the employees at various levels. Some of the
innovative initiatives includes Anugam-HR Induction program initiated through E-Learning platform, launching of web based knowledge management
portals i.e. AFCONIANS and AFCONS GNOSIS, Classroom @site and Classroom @HO program as knowledge sharing platform, Whole Wellness
Program, focused training sessions and workshops to continuously improve the skill sets of the employees. It is heartening to note that the Company
has set new benchmark of training in the industry, in the globe.
The Company endeavour to provide its employees a professional, congenial, safe working environment coupled with opportunities for personal
growth and development. In fact, this is one area where Company aspires to become a leader in the industry.
CAUTIONARY STATEMENT
The statement in Management Discussions and Analysis describing the Company’s operations and expectations are “forward looking statements”.
Actual results may differ owing to environmental dynamics.
23
REPORT ON CORPORATE GOVERNANCE
I.
CORPORATE GOVERNANCE PHILOSOPHY
The Corporate Governance philosophy stems from our belief that corporate governance is a key element in improving efficiency and growth. The
Company is committed to sound corporate practices based on conscience, openness, fairness, professionalism and accountability in building
confidence of its various stakeholders in it thereby paving the way for its long term success.
II.
BOARD OF DIRECTORS
(a) Composition
As on 31st March, 2015 the Board of Directors of the Company comprised of 8 Directors out of which 2 are Executive Directors and the
remaining 6 are Non-Executive Directors. The Chairman of the Board is Non Executive Director and the Board consists of 3 Independent
Directors. All the Directors posses the requisite qualification & experience in Industry, Management, Finance, Research, Law and other
allied fields enabling them to contribute effectively in their capacity as Directors of the Company.
(b) Board Meetings and Attendance
During the year 2014-15, Four (4) Board Meetings were held on the following dates 24th June 2014, 30th September, 2014, 17th December
2014 and 24th March 2015. The notice for the Board Meeting and the detailed agenda papers are circulated to all the Directors well in
advance to enable them to attend and take an informed decision at the Meetings.
The minutes of the proceedings of each Board and committee meeting are properly recorded and entered into Minutes book. There is
effective post meeting follow up, review and reporting process for decision taken by the Board.
None of the Directors are members of more than ten Board level committees nor are they chairman of more than five committees in which
they are members. The name and category of the Directors on the Board, their attendance at the Board meetings during the year and at the
last Annual General Meeting, as also the number of Directorship & Committee Memberships held by them in other Companies are given
below:
Name of the Director
Category
Mr. S.P. Mistry
Mr. N.J.Jhaveri **
Mr.N.D.Khurody
Mr. J.J.Parakh^
Mr.R.M.Premkumar
Mr.P.N.Kapadia
Mr. U.N. Khanna
Mr.K.Subrahmanian
Mr.S.Paramasivan
Chairman
Independent Director
Non-Executive Director
Dy. Managing Director
Total no. of Board
Meetings during the
year 2014-2015
Held
Attended
4
3
4
2
4
4
4
2
4
4
4
4
4
3
4
4
4
4
No. of other
No of Committee position
Directorship(s) in held in other Public co.2
other Public co.1
Member
Chairman
Member
6
N.A
N.A
N.A
1
N.A
N.A
N.A
5
5
2
2
1
N.A
N.A
-
Whether
attended last
AGM held on
30.09.2014
Yes
Yes
Yes
No
Yes
Yes
Yes
Yes
Yes
Note:
** Mr. N. J. Jhaveri passed away on 6th June, 2015.
^
Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2nd February, 2015.
1. Excludes Directorship in association, Private Companies, Foreign Companies & Companies registered under section 8 of the
Companies Act, 2013.
2. Chairmanships / Memberships of Audit Committee and Shareholders/ Investor’s Grievances Committee in other Public Companies
have been considered.
III. AUDIT COMMITTEE
a. The Audit Committee of the Company was constituted on 7th March, 2001 in accordance with the provisions of Section 292A of the
b.
Terms of reference of the Audit Committee:
In compliance with the provisions of Section 177 of the Companies Act, 2013 and the Rules made thererunder, the Board of Directors of
the Company at its meeting held on 24th June, 2014 amended the terms of reference of the Audit Committee which are as under:
•
Overseeing the Company’s financial reporting process and the disclosure of financial information.
•
Recommending the appointment and removal of external auditors and fixing of audit fees.
•
Review with management the annual financial statements before submission to the Board.
•
Review with management, external and internal auditors, the adequacy of internal controls.
•
Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
•
Approval or any subsequent modification of transactions of the company with related parties;
•
Scrutiny of inter-corporate loans and investments;
24
•
Valuation of undertakings or assets of the company, wherever it is necessary;
•
Evaluation of internal financial controls and risk management systems;
•
Monitoring the end use of funds raised through public offers and related matters.
•
To obtain professional advice from external sources and have full access to information contained in the records of the company
•
To oversee the vigil mechanism
•
In consultation with the Internal Auditor, formulate the scope, functioning, periodicity and methodology for conducting the internal audit.
•
All other powers and duties as per Section 177 of the Companies Act 2013 and the Rules made thereunder.
c.
Four Meetings were held during the year on the following dates:
24th June, 2014, 30th September, 2014, 17th December, 2014 and 24th March, 2015.
d.
As on 31st March, 2015 composition of Audit Committee and particulars of meetings attended by the members of the Audit Committee are
given below:
Mr. N.J.Jhaveri ^^
Mr. N.D.Khurody
Mr. P.N. Kapadia
Mr. J.J. Parakh **
Category
Position
Chairman
Member
Member
Member
No. of Meetings
Held
Attended
4
2
4
4
4
4
4
2
^^ Mr. N. J. Jhaveri passed away on 6th June, 2015.
** Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2nd February, 2015.
IV. NOMINATION AND REMUNERATION COMMITTEE
a.
The Remuneration Committee of the Company was constituted on 25th March, 2003. In compliance with the provisions of Section 178 of the
Companies Act, 2013 and the Rules made thereunder, the Board of Directors of the Company at its meeting held on 24th June, 2014 have
renamed the Remuneration Committee as “Nomination and Remuneration Committee”.
b.
Terms of Reference of the Nomination and Remuneration Committee, as amended by the Board of Directors of the Company at its meeting
held on 24th June, 2014, are as under:
c.
•
To identify persons who are qualified to become directors and who may be appointed in senior management.
•
To recommend to the Board the appointment/ removal of the Directors or senior management personnel.
•
To carry out evaluation of every Director’s performance.
•
To formulate the criteria for determining qualifications, positive attributes and independence of a Director.
•
To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other senior
employees.
•
All other powers and authorities as provided under the provisions of Schedule V and other applicable provision of the Companies Act,
2013 and the Rules made thereunder and any amendment thereof, if any, in granting the approval of remuneration to Whole Time
Directors and the Managing Directors of the Company.
As on 31st March, 2015 the composition of Committee and particulars of meetings attended by the members of Nomination and Remuneration
Committee are given below :
Mr. N.J.Jhaveri ^^
Mr. P.N. Kapadia
Mr. N.D.Khurody
Category
Position
Chairman
Member
Member
No. of Meetings
Held
Attended
2
2
2
2
2
1
^^ Mr. N. J Jhaveri passed away on 6th June, 2015.
d.
Two Meetings were held during the year on the following dates: 14th August, 2014 and 17th December, 2014
e.
Remuneration Policy
Remuneration policy of the Company is designed to create a high performance culture. It enables the Company to attract, retain and
motivate employees to achive results. The Nomination and Remuneration policy of the Company is annexed to the Board’s Report.
Remuneration to Executive Directors has been decided based on the years of experience and contribution made by the respective
Executive Directors and is consistent with the industrial practice. As regards payment of sitting fees to non-executive directors, the same
has been within the limit allowed in terms of the Companies Act, 2013.
f. Details of Remuneration paid to Directors during the financial year 2014-15:
i. Executive Directors(in ` p.a.)
Name of Director
Mr.K.Subrahmanian
Mr.S.Paramasivan
Basic Salary
34,50,000
28,50,000
63,00,000
PF/SA
9,31,500
7,69,500
17,01,000
25
Perquisites
1,32,18,498
1,00,30,497
2,32,48,995
Total Remuneration
1,75,99,998
1,36,49,997
3,12,49,995
The number of stock options granted till date to the Executive Directors is as under:
Stock options granted till date
Mr. K.Subrahmanian
35,040
Mr. S.Paramasivan
26,280
II. Non-Executive Directors
The Non-Executive Directors were not paid any remuneration except sitting fees for attending the meetings of the Board of Directors
and / or Committees thereof. The details of the sitting fees paid to the Non-Executive directors are as under:
Sitting Fees (`)
Mr.S.P. Mistry
Mr.J.J.Parakh**
Mr.N.J. Jhaveri^^
Mr.P.N. Kapadia
Mr.N.D.Khurody
Mr.R.M.Premkumar
Mr.U.N.Khanna
Total
60,000
1,00,000
1,00,000
2,70,000
1,80,000
90,000
60,000
8,60,000
Equity Shareholding in the Company
No. of Shares
% holding
6,619
0.009
6,619
0.009
** Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2nd February, 2015.
The Company does not have any material pecuniary relation or transactions with its Non-Executive Directors.
V. Corporate Social Responsibility Committee
a. In accordance with the requirement of Section 135 of the Companies Act, 2013 and the Rules made thereunder, the Board of Directors of
the Company at its meeting held on 24th June, 2014 have constituted a Corporate Social Responsibility Committee.
b. The terms of reference of the Corporate Social Responsibility Committee are as under:
•
Framing of Corporate Social Responsibility (CSR) Policy and recommending Board for approval.
•
Spending of CSR corpus.
•
Implementation & monitoring of CSR Policy.
c.
During the year one meeting was held on 17th December, 2014
d.
The composition of Corporate Social Responsibility Committee is as under:
Category
Position
Mr.K.Subrahmanian
Mr.P.N.Kapadia
Mr.Umesh Khanna
Chairman
Member
Member
No. of Meetings
Held
Attended
1
1
1
1
1
-
VI. SHAREHOLDERS/ INVESTOR’S GREVIANCES CUM SHARE TRANSFER CUM SHARE ALLOTMENT COMMITTEE:
a.
The Shareholders / Investor’s Grievances Cum Share Transfer Committee was constituted on 28th November 2006. The Board of Director
at its meeting held on 24th September 2008 renamed the said Committee as Shareholders / Investor’s Grievance Cum Share Transfer cum
ESOP Share Allotment Committee. Thereafter the Committee was again renamed at the meeting of the Board of Directors held on 12th
March, 2014 as Shareholder/Investors’ Grievance cum Share Transfer cum Shares Allotment Committee (“STC”).
b.
The broad terms of reference of STC is as under:
•
To allot equity shares to the employees exercising the ESOP options granted under the ESOP Scheme 2006 of the Company.
•
To issue and allot Equity Shares, Convertible Preference shares (fully/party/optionally convertible).
•
To exercise such powers and to do all such act, deed, matters and things in connection with the issue and allotment of the Equity
Shares, Convertible Preference shares (fully/party/optionally convertible) as the Committee deems fit and proper.
•
To approve transfer of the Equity and Preference Shares of the Company and further delegate such powers to the Registrar for the
Transfer of Shares of the Company.
•
To allot Debentures to the Investor.
•
To approve/record Transfer, Dematerialisation / Rematerialisation of Debentures, issue of duplicate Debenture Certificates, issue of
new Debenture certificates on split / Consolidation.
•
To look into matters pertaining to the shareholders and investors complaints like transfer of shares, non-receipt of balance sheet, nonreceipt of declared dividends, redress complaints of Debentureholder pertaining to the issue including non-receipt of interests, etc.
•
To decide on all other matters related to Debentures.
26
c.
•
To investigate into any matter in relation to areas specified above or referred to it by the Board of Directors and for this purpose will
have full access to information contained in the records of the Company.
•
To determine the conversion price of the Convertible Preference shares (fully/party/optionally convertible).
•
To sub-delegate any of the said powers and authorities to any of the Committee members and/or to any other person as the Committee
deems fit.
•
To pass any resolution by Circulation.
Seven meetings were held during the year on the following dates:
26th May, 2014, 24th June, 2014, 5th September, 2014, 16th September, 2014, 5th December, 2014, 21st January, 2015 & 17th March, 2015.
d.
As on 31st March, 2015 the composition and attendance of members at the meetings of the Shareholders / Investor’s Grievance Cum Share
Transfer Cum Share Allotment Committee was as under:
Category
Position
Mr.P.N.Kapadia
Mr.J.J.Parakh #
Mr.S.Paramasivan
Deputy Managing Director
Chairman
Member
Member
No. of Meetings
Held
Attended
7
7
7
2
7
7
# Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2nd February, 2015.
e.
Name and Designation of the Compliance Officer
Mr.P.R.Rajendran, Company Secretary is the Compliance officer of the Company.
f.
Status of Investor’s Complaints
During the financial year all the letters / complaints received by the Registrar and Share Transfer Agent have been redressed and there
were no complaints pending with the Company / Registrar and Share Transfer Agent. All the valid share transfers requests received during
the year were duly attended to and processed in time. There was no valid request pending for share transfer as on 31st March 2015.
VII. OTHER COMMITTEES OF THE BOARD
A. COMMITTEE OF DIRECTORS
i. The Committee of Directors was constituted for reviewing the various aspects of business including Operations, Finance, Business
Development and to recommend to the Board the strategies for creating better value for the Organisation from all angles.
ii. During the year under review no meeting was held.
iii. The Composition of Committee of Directors is as under:
Mr. N.J. Jhaveri^^
Mr. S.P. Mistry
Mr. N.D. Khurody
Mr.J.J. Parakh #
Mr.K. Subrahmanian
Mr.S. Paramasivan
Category
# Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2nd February, 2015.
Position
Chairman
Member
Member
Member
Member
Member
B. FCP COMMITTEE
i. The Company with the object of raising fund through Private Placement by issuing Fully Convertible, Non-Cumulative, Non-Participatory
Preference Shares (“FCPs”) constituted a Committee of Directors named as “FCPs Committee” and delegated to such Committee the
following powers:
•
To finalise all terms and conditions for subscription agreement, call option agreement and such other agreements incidental
or ancillary to the Issue and allotment of Fully Convertible, Non-Cumulative, Non-Participatory Preference Shares (“FCPs”)
convertible into Equity Shares.
•
To convene Extraordinary General Meeting of the Company to obtain shareholders consent to amend the Articles of Association
of the Company in relation to the issue of FCPs;
•
To make applications to such authorities as may be required and to accept on behalf of the Board such conditions and modifications
as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required;
•
To accept application money, open bank account for receiving the application money from allottees and to issue them share
certificates in accordance with the relevant rules;
•
To make application to authorities for demateriaiisation of FCPs allotted to the allottees.
•
To authorize and approve the incurring of expenditure and payment of fees in connection with the issue and allotment of FCPs;
•
To do all such acts, deeds, matters and things and execute all such other documents as it may, in its absolute discretion, deem
necessary or desirable for such purpose, and to settle all questions, difficulties or doubts that may arise in regard to such issues
or allotment and matters Incidental thereto as it may, in Its absolute discretion deem fit;
•
To engage services of professionals including merchant bankers, lawyers, Chartered Accountants and Valuers.
27
•
To exercise such powers and to do all such act, deed, matters and things in connection with the issue and allotment of FCPs as
the FCPs Committee deems fit and proper.
•
To sub-delegate any of the said powers and authorities to any one of the Committee Members and/or to any other person as the
FCPs Committee deems fit.
•
The FCPs Committee may pass any resolution by circulation.
ii. During the year under review, no meeting was held.
iii.
Composition of the Committee
Name of the Member
Category
Position
Mr.P.N.Kapadia
Chairman
Mr.J.J.Parakh #
Member
Mr.K.Subrahmanian
Member
Mr.S.Paramasivan
Member
# Mr.J.J.Parakh ceased to be Director of the Company w.e.f. 2 February, 2015.
iv.
As Shareholders / Investor’s Grievances Cum Share Transfer Committee cum Share Allotment Committee is empowered to take all
action in connection with FCPs of the Company. The Board of Directors of the Company at its meeting held on 29th June, 2015 have
dissolved FCP Committee.
nd
C. COMPENSATION (ESOP) COMMITTEE
i. The Compensation (ESOP) Committee was constituted for implementation, administration and superintendence of the ESOP Schemes
and to formulate the detailed terms and conditions of the ESOP Scheme.
ii. During the year under review no meeting was held.
iii. The composition of the Committee
Name of the Member
Category
Position
Mr. N.J.Jhaveri**
Chairman
Mr. P.N.Kapadia
Member
Mr. K.Subrahmanian
Member
** Mr. N. J Jhaveri passed away on 6 June, 2015.
iv.
As Shareholders / Investor’s Grievances Cum Share Transfer Committee cum Share Allotment Committee is empowered to take all
action in connection with ESOP of the Company. The Board of Directors of the Company at its meeting held on 29th June, 2015 have
dissolved Compensation (ESOP) Committee.
th
D. Independent Directors meeting
Meeting of the Independent Directors of Afcons was held on 25th March, 2015, this meeting was conducted in an informal and flexible
manner to enable the Independent Directors to discuss & review the performance of the chairman, Non-independent Directors, non –
executive directors and executive directors & review the performance of the Board of Directors as a whole as per the provisions of Section
149 read with Schedule IV of the Companies Act, 2013.
All the independent Directors except Mr. N. J. Jhaveri were present at the Meeting.
VIII. GENERAL BODY MEETINGS
a. The details of the Annual General Meetings (AGM) held in the last 3 years:
For Financial Year ended
Location
Date of AGM
Time
31.03.2014
registered office of the Company
30.09.2014
4.30 p.m
31.03.2013
26.09.2013
4.30 p.m
31.03.2012
28.09.2012
4.30 p.m
b. Details of Extra Ordinary General Meeting (EGM) held in the last 3 years:
Date of EGM
Location
Time
21.03.2014
registered Office of the Company
11.30 a.m.
10.01.2013
registered Office of the Company
11.30 a.m.
28
c. Details of the special resolutions passed at the Annual General Meeting in the previous 3 years:
38th AGM dated 30.09.2014
i.
Consent of the Company for re-appointment of Mr.K. Subrahmanian as Vice Chairman & Managing
Director under section 196,197 & 203 and other applicable provisions if any of the Companies
Act, 2013 for further period of 3 years w.e.f 1.7.14 to 30.06.17 on the terms & conditions including
remuneration payable to him at any time, subject to limit under section 197, read with Schedule V
of the Companies Act, 2013.
ii. Consent of the Company for re-appointment of Mr.S. Paramasivan as Deputy Managing Director
under section 196,197 & 203 and other applicable provisions if any of the Companies Act, 2013 for
further period of 3 years w.e.f 1.7.14 to 30.06.17 on the terms & conditions including remuneration
payable to him at any time, subject to limit under section 197, read with Schedule V of the
iii. Consent of the Company under section 180(1)(c) of the Companies Act, 2013 to borrow money
from Company’s bankers or any foreign bank or from any other financial institution not exceeding
` 3,000 Crores at any time.
iv. Consent of the Company under section 180(1)(a) of the Companies Act , 2013 to create charges,
mortgages or any other hypothecation on movable or non movable assets of the Company not
exceeding ` 15,000 Crores.
No special resolution was passed at the 37th AGM.
Consent of the Company to make/give loan(s) / guarantees/ advances / deposits and to make
investments in excess of the limits under section 372A, to direct / indirect subsidiary of the Company
set up / likely to be set up in Qatar.
d. Details of special resolutions passed at Extraordinary General Meeting (EGM)
EGM dated 21.03.2014
EGM dated 10.01.2013
e.
a) Consent to issue 10,00,00,000 0.01% Fully and Compulsorily Convertible, Non-Cumulative, NonParticipatory Preference Shares having face value of ` 10/- each aggregating to ` 100,00,00,000/to Shapoorji Pallonji and Company Limited.
b) (i) Consent of the Company to make/give loan(s) / guarantees/ advances / deposits and to make
investments in excess of the limits under section 372A, to direct / indirect subsidiary of the
Company set up / likely to be set up in Singapore and Kazakhstan subject to an aggregate
limit of `1,500 Crores and (ii) make investment in equity shares of Tata Consultancy Services
Limited subject to the limit of ` 100 Crores.
a) To vary the terms and conditions of 25,00,00,000 0.01% Fully and Compulsorily Convertible, NonCumulative, Non-Participatory Preference Shares having face value of ` 10/- each aggregating to
` 250,00,00,000 of the Company held by Goswami Infratech Private Limited.
b) Alteration of Articles of Association
c) Payment of minimum remuneration to Mr.K.Subrahmanian, Vice Chairman & Managing Director.
d) Payment of minimum remuneration to Mr.S.Paramasivan, Deputy Managing Director
During the year Two resolution were passed through Postal Ballot
Postal Ballot result declared
on 16.03.2015
Postal Ballot result declared
on 25.03.2015
Pursuant to provision of section 42, 71, 180 and other applicable provisions of the Companies Act,
2013, consent of the Company is accorded for raising funds through issue of Unsecured, Redeemable,
Unlisted, Rated, Non-Convertible Debentures (“NCDs”) of ` 100 Crores on Private Placement basis.
Pursuant to provision of section 149,152 and other applicable provision of the Companies Act, 2013,
consent of the company is accorded for appointment of Mr. Pradip N Kapadia (Din-00078673) as an
Independent Director of the Company not liable to retire by rotation, to hold office up to the conclusion
of the Forty-Third AGM of the Company to be held on 2019.
IX. DISCLOSURES
a. There were no materially significant related party transactions during the financial year 2014-15 that may have potential conflict with the
interests of the Company at large. The detail of the related party transactions as per AS-18 are included in the notes to accounts forming
part of the Annual Report.
b. Although the Company is not listed with any stock Exchange, it voluntarily complies with Corporate Governance requirement of the Listing
Agreement.
X MEANS OF COMMUNICATION:
a.
The Company has its own website and all the vital information relating to the Company is displayed on the website. Address of the website
is www.afcons.com.
b.
Annual Report containing Inter alia, Audited Annual Report, Financial Statements, Directors Report, Auditors Report and other important
information is circulated to the members and others entitled thereto.
29
XI. GENERAL SHAREHOLDERS INFORMATION
a. Annual General Meeting
Date
Time
Venue
b. Financial Year
c. Date of Book Closure
d. ISIN No.
e. Registrar & Share Transfer Agent
f.CIN
g.Tel
h.Fax
i. Email id
j.website
: 30th September, 2015
: 4.30 pm
: Afcons House, 16, Shah Industrial Estate, Veera Desai Road,
Azad Nagar, P.O., Mumbai 400 053.
: 1st April to 31st March
:23rd September, 2015 to 30th September, 2015 (both days Inclusive)
:INE101I01011
: Cameo Corporate Service Limited
Subramanian Building,1 Club House Road, Chennai-600002
Tel. No.: 044-28460390
Fax No.: 044-28460129
: U45200MH1976PLC019335
: +91 22 67191000
: +91 22 26730027 / 1031 / 0047
: [email protected]
: www.afcons.com
XII SHAREHOLDING PATTERN AS ON 31st MARCH, 2015.
Sr. No.
Category
1
Promoter's holding
Indian Promoters -Bodies Corporate
Sub total (1)
2
Non Promoters Holding
Companies / Bodies Corporate
Employees Trust
Directors & their Relatives
Employees / Retired Employees / General Public
Subtotal (2)
Total (1+2)
No. of Shares
% of total
70057451
70057451
97.34
97.34
50000
1191370
104347
567070
1912787
71970238
0.07
1.66
0.14
0.79
2.66
100.00
XIII DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH, 2015
Number of Shares
1 to 100
101 to 500
501 to 1000
1001 to 2000
2001 to 3000
3001 to 4000
4001 to 5000
5001 to 10000
10001 & above
Total
Number
68
290
38
25
11
11
8
24
38
513
Shareholders
% of Total
13.26
56.53
7.41
4.87
2.14
2.14
1.56
4.68
7.41
100.00
Number
5551
78020
30014
37860
27139
38813
36462
166318
71550061
71970238
Shares
% of Total
0.01
0.11
0.04
0.05
0.04
0.05
0.05
0.23
99.42
100.00
XIV. Address for Correspondence: Afcons Infrastructure Limited
Afcons House,16, Shah Industrial Estate,
Veera Desai Road, Azad Nagar, P. O.
Andheri (W), Mumbai – 400053.
Tel.no.:67191000; Fax.no.: 26730027/26731031
Website: www.afcons.com
30
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS of AFCONS INFRASTRUCTURE LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of AFCONS INFRASTRUCTURE LIMITED (“the Company”), which
comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and
a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to
the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash
flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified
under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of
the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the
operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give
the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to Note 48(a) of the financial statements regarding legal opinion received by the Company that interest free advances
aggregating to ` 33,359.55 lacs made towards financing the unincorporated joint ventures do not attract Section 186 of the Companies Act, 2013
for the reasons stated therein.
Our opinion is not qualified in respect on this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of Section 143
(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required under provisions of section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.
b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those
books.
c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the
books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors,
none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of the Act.
f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 29 (i) to
the financial statements.
ii. The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeable losses, if
any, and as required on long-term contracts including derivative contracts. Refer Note 12 (b) (ii) to the financial statements.
iii. There has been no delay in transferring amounts which are required to be transferred to the Investor Education and Protection Fund
by the Company during the year.
For Deloitte Haskins & Sells
Chartered Accountants
(Registration No. 117364W)
J. C. Bhatt & Associates
R. Salivati
Partner
Membership No.34004
J. C. Bhatt
Partner
Membership No.10977
MUMBAI,
Dated: 20th August, 2015
MUMBAI,
31
Annexure to Independent Auditors’ Report
(Referred to in Paragraph 1 under the heading of “Report On Other Legal and Regulatory Requirements” of our report of even date)
1.
2.
In respect of its fixed assets:
a.
The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
b.
As explained to us, fixed assets have been physically verified by the management in a phased periodical manner as per regular program of
verification, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies
were noticed on such physical verification.
In respect of its inventories:
a.
As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.
b.
In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed
by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.
c.
In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventories
and no material discrepancies were noticed on physical verification.
3.
The Company has not granted any loans, secured or unsecured, to companies, firm or other parties covered in the register maintained under
Section 189 of the Act.
4.
In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased
are of special nature and suitable alternate sources are not readily available for obtaining comparable quotations, there is an adequate internal
control system commensurate with the size of the Company and the nature of its business for the purchases of inventory and fixed assets and
for the sale of goods and services and during the course of our audit, we have not observed any continuing failure to correct major weaknesses
in such internal control system.
5.
According to the information and explanations given to us, the Company has not accepted any deposit during the year. Attention is invited to note
31 regarding the reliance placed on the legal opinion obtained by management in the matter of non-applicability of Section 73 of the Companies
Act 2013 and Companies (Acceptance of Deposit) Rules, 2014, to Unsecured Unlisted Redeemable Non- Convertible Debentures issued by the
Company to banks on a private placement basis and its subsequent transfer to Mutual Funds by the Banks.In respect of unclaimed deposits,
the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act. According to the
information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the
Reserve Bank of India or any Court or any other Tribunal.
6.
We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as
amended and prescribed by the Central Government under sub-section (1) of section 148 of the Act and are of the opinion that,prima facie, the
prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine
whether they are accurate or complete.
7.
According to the information and explanations given to us, in respect of statutory dues:
a.
The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, and any other material statutory dues
have been regularly deposited with the appropriate authorities.
b.
There were no undisputed amounts payable in respect Provident Fund, Employees’ State Insurance, Income-Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, and any other material statutory dues in arrears as at March 31, 2015 for
a period of more than six months from the date they became payable.
c.
Details of dues of Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value added Tax and Cess which have not
been deposited on account of disputes are given below:
Statute
Nature
of
Dues
Forum where Dispute is pending
Andhra Pradesh General
Sales Tax Act 1957
Sales
Tax
Sales Tax appellate Tribunal,
Hyderabad
1995-96,
1996-97,
1997-98
16.39
-
16.39
Sales Tax Act 1957
Sales
Tax
Appellate Dy. Commissioner of
Commercial taxes, Hyderabad
1997-98
0.75
0.56
0.19
Delhi Value Added Tax
Act, 2004
Sales
Tax
Addl. Commissioner (Appeals)
2007-08,
2008-09
39.51
10.81
28.69
Karnataka Sales Tax Act,
1957
Sales
Tax
Joint Commissioner, Mangalore
2008-09
120.03
61.73
58.29
Madhya Pradesh General
Sales Tax Act 1958
Sales
Tax
Dy. Commissioner
1985-86
15.09
5.18
9.91
Sales Tax Act 1958
Sales
Tax
Addl. Commissioner
1987-88,
1988-89,
1989-90
15.48
2.00
13.48
Orissa Sales Tax Act,
1947
Sales
Tax
Appellate Tribunal of Sales Tax,
Cuttak
1998-99
206.74
183.96
22.78
1947
Sales
Tax
Addn. Commissioner of Sales Tax,
Cuttak
1998-99
194.75
151.63
43.12
1947
Sales
Tax
High Court, Orissa
1999-00
184.07
153.44
30.63
32
Period to which
the amount
relates
Amount
(` in lacs)
Amount Paid / Net Balance
Adjusted
(` in lacs)
(` In lacs)
Statute
Nature
of
Dues
Forum where Dispute is pending
Period to which
the amount
relates
Amount
(` in lacs)
Amount Paid / Net Balance
Adjusted
(` in lacs)
(` In lacs)
1947
Sales
Tax
Addn. Commissioner of Sales Tax,
Bhubaneshwar
2004-05
43.82
28.45
15.37
Tamilnadu General Sales
Tax Act, 1959
Sales
Tax
Dy. Commissioner Of Commercial
Taxes, Chennai
1992-93,
1994-95,
1995-96,
1996-97
13.47
12.47
1.00
West Bengal Sales Tax
Act, 1954
Sales
Tax
West Bengal Commercial Tax
Tribunal, Kolkatta
1987-88,
1988-89
11.24
5.32
5.92
Act, 1954
Sales
Tax
Dy. Commissioner of Commercial
Taxes, Durgapur
1994-95
19.57
8.54
11.03
Act, 1954
Sales
Tax
Addl. Commissioner of Sales Tax
2011-12
7.24
2.77
4.47
Karnataka Tax on Entry of
Goods Act, 1979
Entry
Tax
Joint Commissioner Commercial
Taxes Appeals, Mangalaore
2007-08,
2008-09
294.93
161.07
133.87
Chapter V, Finance
Act,1994
Service Commissioner of Central Excise &
Tax
Service Tax (Appeals-IV), Mumbai
2007-08
2.86
-
2.86
Chapter V, Finance
Act,1994
Service CESTAT, West Zonal Branch,
Tax
Mumbai
2006-07,
2007-08
207.71
-
207.71
Chapter V, Finance
Act,1994
Service High Court, Mumbai
Tax
2007-08,
2008-09,
2009-10,
2010-11
5,740.39
-
5,740.39
Chapter V, Finance
Act,1994
Tax
2006-07,
2007-08,
2008-09
18.72
-
18.72
Chapter V, Finance
Act,1994
Tax
2009-10
51.76
-
51.76
Chapter V, Finance
Act,1994
Service CESTAT
Tax
2008-10
229.61
-
229.61
Chapter V, Finance
Act,1994
Service CESTAT
Tax
2008-09
122.56
-
122.56
Chapter V, Finance
Act,1994
Service CESTAT
Tax
2008-09
101.31
-
101.31
Chapter V, Finance
Act,1994
Service CESTAT
Tax
2010-14
5,083.91
-
5,083.91
d.
The Company has been regular in transferring the amounts to Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act 1956 (1 of 1956) and rules made thereunder within time.
8.
The Company does not have accumulated losses at the end of the financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding financial year.
9.
In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks,
financial institutions and debenture holders.
10. In our opinion and according to information and explanation given to us terms and conditions of the guarantees given by the Company for loans
taken by others from bank or financial institutions are not, prima facie, prejudicial to the interest of the Company.
11. In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year
for the purposes for which they were obtained, other than temporary deployment pending application.
12. To the best of our knowledge and according to the information and explanations given to us, no frauds by the Company and no material frauds
on the Company has been noticed or reported during the year.
R. Salivati
Partner
Membership No.34004
J. C. Bhatt
Partner
Membership No.10977
MUMBAI,
MUMBAI,
33
Balance Sheet as at 31st March, 2015
Note
No.
Particulars
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
A
EQUITY AND LIABILITIES
1
Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
3
4
52,197.02
58,411.71
110,608.73
52,197.02
52,154.66
104,351.68
Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions
5
6
7
8
62,442.25
12,405.83
32,853.27
866.97
108,568.32
55,298.13
11,490.04
9,952.86
859.28
77,600.31
Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
9
10
11
12
51,950.25
84,997.01
84,506.32
2,241.31
223,694.89
442,871.94
62,337.99
76,443.95
38,109.65
2,167.77
179,059.36
361,011.35
13.A
13.B
13.C
89,724.44
178.39
17,447.43
107,350.26
9,908.81
16,418.81
39,250.31
172,928.19
91,397.50
317.03
10,460.09
102,174.62
9,884.17
12,122.00
28,436.31
152,617.10
138,327.61
58,993.45
1,782.55
48,902.71
21,937.43
269,943.75
442,871.94
106,273.22
47,606.23
1,006.01
39,239.32
14,269.47
208,394.25
361,011.35
2
3
TOTAL
B
1
ASSETS
Non-current assets
(a) Fixed assets
(i)
Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
2
(b) Non-current investments
(c) Long-term loans and advances
(d) Other non-current assets
14
15
16
Current assets
(a) Inventories
(b) Trade receivables
(c) Cash and bank balances
(d) Short-term loans and advances
(e) Other current assets
17
18
19
20
21
TOTAL
See accompanying notes 1 to 54 forming part of the financial statements
In terms of our report attached
For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS
CHARTERED ACCOUNTANTS
For J.C. BHATT & ASSOCIATES
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
Chief Financial Officer
34
Statement of Profit and Loss for the year ended 31st March, 2015
Note
No.
Particulars
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
1
Revenue from operations
22
301,262.96
272,674.46
2
Other income
23
15,560.81
7,415.42
3
Total revenue ( 1 + 2 )
316,823.77
280,089.88
4
Expenses
(a) Cost of construction
24
198,512.28
177,040.32
(b) Cost of traded Goods
25
957.88
824.30
(c) Employee benefits expense
26
42,000.64
37,418.77
(d) Finance costs
27
17,871.58
15,972.10
(e) Depreciation and amortisation expense
13.D
12,466.60
14,595.53
(f) Other expenses
28
34,886.20
23,950.18
306,695.18
269,801.20
10,128.59
10,288.68
2,610.76
2,467.76
(2,054.30)
(1,561.54)
1,095.19
2,261.77
580.11
423.37
2,231.76
3,591.36
7,896.83
6,697.32
10.96
9.30
2.32
1.97
Total expenses
5
Profit before tax ( 3 - 4 )
6
Tax expense:
(a) Current Tax (including foreign tax ` 556.46 Lacs)
(Previous year ` 1,150.00 Lacs)
(b) MAT credit
(c) Deferred tax
(d) Tax expense relating to prior year
(including Mat ` 444.15 Lacs) (Previous year ` 117.91 Lacs)
7
Profit for the year from continuing operations ( 5 - 6 )
8
Earnings per share (Face value of ` 10/- each):
(a) Basic
(b) Diluted
42
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
35
Cash Flow Statement for the year ended 31st March, 2015
For the year ended
31st March, 2015
` in Lacs
For the year ended
31st March, 2014
` in Lacs
10,128.59
10,288.68
12,466.60
63.22
(1,924.18)
(8,797.37)
16,314.17
(6,258.00)
1.04
0.06
(754.95)
52.59
21,291.77
(32,054.39)
(11,387.22)
(16,398.44)
67,993.38
29,445.10
(4,889.22)
24,555.88
14,595.53
134.47
(0.01)
(4,704.76)
14,560.52
(5,770.00)
1,409.18
(444.50)
0.07
(533.51)
444.41
29,980.08
(32,551.85)
(8,738.27)
(9,193.71)
20,964.33
460.58
(2,439.70)
(1,979.12)
Cash flow from investing activities
Purchase of fixed assets
Proceeds from sale of fixed assets
Purchase of Investments
Profit distribution from Joint Venture
Loss in a firm in which the Company is a partner
Dividend received
Investment in Other bank balance (made) / redeemed
Interest received
Net Cash flow (used in) investing activities
(19,086.47)
45.32
(24.64)
1,308.00
(0.06)
1,924.18
(53.46)
2,129.08
(13,758.05)
(9,536.24)
141.72
(8,572.61)
5,770.00
(0.07)
0.01
294.28
2,452.82
(9,450.09)
Cash flow from financing activities
Proceeds from issue of Preference share
Proceeds from long-term borrowings
Repayment of long-term borrowings
(Repayment) / Proceeds from short term borrowings - net
Interest paid
Dividend paid on Equity Shares (including tax for previous year) (Interim)
Dividend paid on Preference Shares (including tax)
Net Cash from financing activities
35,507.37
(17,778.69)
(10,387.74)
(16,332.04)
(1,079.55)
(4.10)
(10,074.75)
10,000.00
18,708.17
(13,093.81)
1,477.56
(14,668.84)
(1,684.06)
(4.07)
734.95
Particulars
Cash flow from operating activities
Profit before tax
adjustments for :
Depreciation
Loss on sale of fixed assets (net)
Dividend income
Interest income
Interest expense
Profit distribution from Joint Venture
Bad/irrecoverable Debtors /Unbilled Revenue /Advances /Duty Scrip w/off
Provision for doubtful debtors / advances no longer required written back
Share of Loss in a firm in which the Company is a partner
Creditors / Excess Provision for expenses of earlier years written back
Provision for Projected Losses on contract (net)
Operating profit before working capital changes
(Increase) in Inventories
(Increase) in Trade receivables
(Increase) in Loans and Advances and Other Assets
Increase in Trade, Other payables and Provisions
Cash from Operations
Direct taxes - (paid) (including interest)
Net Cash flow from / (used in) operating activities
Net increase / (decrease) in cash and cash equivalents
723.08
(10,694.26)
Cash and cash equivalents at the beginning of the year
867.90
1,179.37
Add: Cash and cash equivalents acquired upon amalgamation (Refer Note 3 below)
10,382.79
Cash and cash equivalents at the end of the year
1,590.98
867.90
Notes
1. The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Accounting Standard (AS-3) “Cash Flow Statements”
notified under the Companies (Accounting Standards) Rules, 2006
2. Cash and Cash equivalents includes unrealised Profit / (Loss) of ` 10.77 Lacs (Previous year ` 185.61 lacs) on account of translation of foreign
currency bank balances.
3. Refer Note 46 for details of Assets, Liabilities and Reserve taken over on Amalgamation of Afcons Infrastructure International Ltd. with the Company
4. Figures relating to previous year have been recast where necessary to conform to figures of the current year.
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
36
Notes forming part of the financial statements for the year ended 31st March, 2015
Note
Particulars
1
Corporate information
Afcons Infrastructure Limited is an unlisted Public Limited company domiciled in India and incorporated under the provisions of the
Companies Act, 1956 / the companies Act, 2013. Afcons is a part of the Shapoorji Pallonji Group. Afcons has a presence in almost the entire
spectrum of infrastructure activities in India and Overseas. The Company is engaged in Marine Works, Highways, Bridges, Metro Works,
Power Houses, Tunnels, Oil & Gas, LNG Tanks and other general Civil Engineering Projects both in India and Overseas.
2
Significant accounting policies
2.1
Basis of Accounting
The Accounts are prepared on accrual basis under the historical cost convention and to comply in all material aspects with the Generally
Accepted Accounting Principles (GAAP) in India to comply with the Accounting Standards specified under Section 133 of the Companies
Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013
Act") / Companies Act, 1956 ("the 1956 Act"), as applicable.
2.2
Use of estimates
The preparation of financial statements in conformity with Indian GAAP requires that the management of the company makes estimates
and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities
and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and assumptions used in the
accompanying financial statements are based upon Management's evaluation of the relevant facts and circumstances as on the date
of financial statements. All information on key policies and the basis of the estimates and the major sources of uncertainties have been
disclosed along with the respective note. Examples of such estimates include the useful lives of fixed assets, provision for doubtful debts /
advances, future obligations in respect of retirement benefit plans, classification of current / non current assets / liabilities, etc. Difference
between actual results and estimates are recognised in the period in which the results are known / materialise.
2.3
Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating,
investing and financing activities of the Company are segregated based on the available information.
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term (with an original maturity of three months
or less from the date of acquisition) highly liquid investments that are readily convertible into known amounts of cash and which are subject
to insignificant risk of changes in value.
2.4
Tangible Fixed Assets
Tangible Fixed assets are stated at cost of acquisition/construction; inclusive of inward freight, duties, taxes, installation expenses and any
expenses directly attributable to the assets to bring them to site and in working condition for its intended use; or book value and include
amounts added on revaluation less accumulated depreciation (refer note 13(D)) and impairment loss, if any. The Company has adopted
the provisions of para 46 / 46A of AS 11 The Effects of Changes in Foreign Exchange Rates, accordingly, exchange differences arising on
restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost
of the respective assets and depreciated over the remaining useful life of such assets.
Leasehold improvements have been capitalized and are written off over the primary lease term not exceeding five years.
2.5
Intangible Fixed Assets
Intangible assets are recognized as per the criteria specified in Accounting Standard (AS) 26 – “Intangible Assets”.
2.6
Depreciation & Amortisation
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation
on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act,
2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on
technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past
history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.:
Plant & Equipment (except Tunnel Boring Machines) which includes Cranes < 100 mt., Concreting, Crushing, Piling, Road Making,
Laboratory & Welding Equipments - 20 Years.
Tunnel Boring Machines - Length of the tunnel bored over life of the construction project for where it is used.
Capital Spares - 4 years
Leasehold land is amortised over the duration of the lease.
Intangible assets are amortised over their estimated useful life on straight line method as follows:
Computer Software - 5 years
The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the
amortisation period is revised to reflect the changed pattern, if any.
37
Note
Particulars
2.7
Impairment
The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment
exists. The following intangible assets are tested for impairment each financial year even if there is no indication that the asset is impaired:
(a) an intangible asset that is not yet available for use; and (b) an intangible asset that is amortised over a period exceeding ten years from
the date when the asset is available for use.
If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The
impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the asset is carried at revalued amount, in which
case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is available for that
asset.
The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash
flows to their present value based on an appropriate discount factor.
2.8
2.9
2.10
2.11
2.12
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no
longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the
amount was previously charged to the Statement of Profit and Loss. In case of revalued assets such reversal is not recognised.
Investments
Current investments are carried at lower of cost and fair value. Long-term investments are carried at cost. However, when there is a decline,
other than temporary in the value of a long term investment, the carrying amount is reduced to recognize the decline.
Investment in shares of subsidiaries registered outside India, are stated at cost by converting at the rate of exchange prevalent at the time
of acquisition thereof.
Inventories
a) Construction materials, stores and spare parts are valued at lower of cost and net realizable value. Cost is determined on the basis of
weighted average method. Cost of shuttering materials (included in construction materials), issued to jobs, is charged off equally over
a period of four years.
b) Construction Work in Progress : Work done remaining to be certified / billed is treated as Construction Work in Progress in the
accounts. The same is valued at the realizable value.
Retention monies
Amounts retained by the clients until satisfactory completion of the contract(s) are recognised in the financial statements as receivables.
Where such retention monies have been released by the clients against submission of bank guarantees, the amounts so released are
adjusted against receivables from these clients.
Foreign currency transactions
(i) Company: Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company
are recognised as income or expense in the Statement of Profit and Loss.
(ii) Integral foreign operations: Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities
of the Company’s integral foreign operations are recognised as income or expense in the Statement of Profit and Loss.
(iii) Net investment in non-integral foreign operations: The exchange differences on restatement of long-term receivables / payables
from / to non-integral foreign operations that are considered as net investment in such operations are accumulated in a "Foreign
currency translation reserve" until disposal / recovery of the net investment, in which case the accumulated balance in "Foreign
currency translation reserve" is recognised as income / expense in the same period in which the gain or loss on disposal / recovery is
recognised.
(iv) Exchange difference on long-term foreign currency monetary items: The exchange differences arising on settlement / restatement of
long-term foreign currency monetary items (net of mark to market gain / loss on related forward contracts / options) are capitalised
as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such
assets. If such monetary items do not relate to acquisition of depreciable fixed assets, the exchange difference is amortised over the
maturity period / upto the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of Profit and
Loss except in case of exchange differences arising on net investment in non-integral foreign operations, where such amortisation is
taken to "Foreign currency translation reserve" until disposal / recovery of the net investment. The unamortised exchange difference
is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon, where
applicable.
Revenue recognition on contracts
a. Contract revenue and expenses are recognized, when outcome can be estimated reliably, on the basis of percentage of completion
method. Percentage of completion is determined based on the nature of contracts, either in proportion of contract costs incurred upto
the reporting date to the estimated total cost or on the basis of physical proportion of the contract work completed as considered
appropriate.
b. Contract revenue in case of ‘Cost Plus’ contracts is determined by adding the aggregate cost plus proportionate margin as agreed with
the customer.
c. Variations (in contracts) and amounts in respect thereof are recognized only when it is probable that the customer(s) will approve them
and amounts can be measured reliably.
d. Claims and amounts in respect thereof are recognized only when negotiations have advanced to a stage where it is probable that
the customer(s) will accept them and amounts can be reliably measured. In the case of Arbitration Awards (the “Awards”) which are
granted in favor of the Company, the award amount (including interest thereon), are accounted when they are granted and where it is
reasonable to expect ultimate collection of such awards.
e. Revenue is recognised only when no significant uncertainties exist regarding its measurement and collectability.
38
Note
Particulars
2.13
Export Benefits:
Export benefits in the form of duty credit entitlement licenses granted by the Government of India under the “Served from India” scheme,
on the basis of export realizations made, are recognised on the basis and to the extent of actual utilisation and management’s estimate of
their likely utilisation.
Provision for Estimated Losses
Estimated losses, if any, in respect of contracts in progress are provided for based upon current estimates of cost to completion.
Employee benefits
i) Gratuity
Company’s liability towards gratuity is determined by actuarial valuation carried out by the independent actuary as at each balance
sheet date. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method.
ii) Superannuation
The trustees of Afcons Infrastructure Limited Superannuation Scheme Trust have taken a Group Superannuation policy from the Life
Insurance Corporation of India. Provision for superannuation is made on the basis of premium payable in respect of the aforesaid
policy.
iii) Provident fund
Contribution as required under the statute/ rules is made to the Government Provident Fund.
iv) Compensated absences
The liability for compensated absences is determined by actuarial valuation carried out by the independent actuary as at each balance
sheet date and provided for as incurred in the period in which services are rendered by employees. The actuarial valuation method
used for measuring the liability is the Projected Unit Credit method.
v) Other Benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by the employees
is recognized during the period when the employee renders the service.
vi) Actuarial gains and losses
The actuarial gains and losses are recognised immediately in the statement of Profit and Loss.
Borrowing costs
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as a part of the cost
of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale. All other
borrowing costs are charged to revenue.
Segment Reporting
The following accounting policies have been followed for segment reporting:
i. Segment Revenue includes income directly identifiable with / allocable to the segment.
ii. Expenses that are directly identifiable with / allocable to segments are considered for determining the Segment Results. The expenses
which relate to the Group as a whole and not allocable to segments are included under Unallocable expenses.
iii. Segment assets and liabilities include those directly identifiable with the respective segments.
Leases
Assets leased out under operating leases are capitalised. Rental Income is recognised on straight line basis over the lease term.
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
2.22
Assets acquired on lease where significant portions of the risks and rewards incidental to ownership are retained by the lessors are
classified as operating leases. Lease rentals are charged to Statement of Profit & Loss on straight line basis over the lease term.
Doubtful debts and advances
Provision is made in the accounts for debts and advances which in the opinion of the management are considered doubtful of recovery.
Taxation
Income taxes are accounted for in accordance with Accounting Standard (AS-22) “Accounting for taxes on income”. Income tax comprises
both current and deferred tax. Current tax is measured on the basis of estimated taxable income and tax credits computed in accordance
with applicable tax rates and the provisions of the Income Tax Act, 1961 and other applicable tax laws.
The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or
more subsequent periods are recorded as a deferred tax asset or deferred tax liability. They are measured using substantially enacted tax
rates and tax regulations as of the Balance Sheet date.
Deferred tax assets arising mainly on account of brought forward losses, items relating to capital losses and unabsorbed depreciation under
tax laws, are recognized, only if there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on account
of other timing differences are recognized only to the extent there is a reasonable certainty of its realisation.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset. Accordingly, MAT is recognised as an asset in the Consolidated Balance Sheet when it is
probable that future economic benefit associated with it will flow to the entity.
Interest Income
Interest income is recognised on time proportion basis taking into account the amount outstanding and the applicable interest rates.
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a legal and constructive obligation as a result of a past event, for which it is probable that
cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are disclosed when
the Company has a possible or present obligation where it is not probable that an outflow of resources will be required to settle it. Contingent
assets are neither recognized nor disclosed.
2.23
Derivatives
Interest rates derivatives are marked to market and net loss (if any) is charged to Statement of Profit and Loss.
39
3. Share Capital
As at 31st March, 2015
Number of
` in Lacs
shares
Particulars
(a) Authorised
Equity shares of ` 10 each.
Preference shares of ` 10 each.
350,000,000
650,000,000
1,000,000,000
35,000.00
65,000.00
100,000.00
Number of
` in Lacs
shares
350,000,000
650,000,000
1,000,000,000
35,000.00
65,000.00
100,000.00
Total
(b) Issued, Subscribed and Fully Paid up
71,970,238
7,197.02
71,970,238
7,197.02
Equity shares of ` 10 each. (Refer Note (i) below)
0.01% Non Cumulative and Non Profit Participatory Convertible
100,000,000
10,000.00
100,000,000
10,000.00
Preference Shares of ` 10 each. (Refer Note (ii) below)
0.01% Fully and Compulsorily Convertible Non-Cumulative, Non
250,000,000
25,000.00
250,000,000
25,000.00
Participatory Preference shares of ` 10 each. (Refer Note (iii) below)
100,000,000
10,000.00
100,000,000
10,000.00
Participatory Preference shares of ` 10 each. (Refer Note (iv) below)
Total
521,970,238
52,197.02
521,970,238
52,197.02
Notes:
(i) Rights, preferences and restrictions attached to Equity Shares:
(a) Rights to receive dividend as may be approved by the Board / Annual General Meeting.
(b) The Equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the
(c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak
and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the
paid-up capital of the company.
(ii) Rights, preferences and restrictions attached to 0.01% Non Cumulative and Non Profit Participatory Convertible Preference Shares:
(a) The Preference Shares shall be noncumulative and non profit participating convertible Preference Shares carrying a fixed rate of
dividend of 0.01% per annum to be paid in priority to the holders of any other class of shares.
(b) The Preference Shares shall be deemed to be converted into common equity shares of the Company at a price of ` 68.25 per equity
share (consisting of par of ` 10 and a premium of ` 58.25) immediately, automatically and without any further act of the parties in the
event of conversion of the Preference Shares mentioned in note iii(a) below.
(c) Every member of the Company holding preference shares has a right to vote in the General Meeting of the Company on resolutions
placed before the Company which directly affect the rights attached to his preference shares.
(iii) Rights, preferences and restrictions attached to 0.01% Fully and Compulsorily Convertible Non-Cumulative, Non Participatory
Preference shares:
(a) The Preference Shares shall be automatically and mandatorily converted into equity shares on 13th January, 2019 (“Mandatory
Conversion Date”) i.e. on the Eleventh year from the Issue date. The mandatory conversion date of the 0.01% Fully and Compulsorily
Convertible Non-Cumulative, Non Participatory Preference shares has been revised from 13th January, 2013 (5th year from the date of
issue) to 13th January, 2019 (11th year from the date of issue) in terms of the consent letter obtained from the preference shareholder
and the special resolution passed by the members of the Company at the Extra Ordinary General Meeting of the Company held on 10th
January,2013.
(b) On Mandatory Conversion Date, the Preference Shares shall be converted into such number of equity shares of the Company constituting
74% of all the outstanding equity share capital of the Company calculated on a fully diluted basis.
(c) The Preference Shares shall be entitled to fixed non-cumulative preferential dividend at the fixed rate of 0.01% per annum which shall be
paid in priority to the holder of any other class of shares.
(d) On return of capital on a liquidation or otherwise of the assets of the Company, the holder of Preference Shares shall be entitled, in priority
to any payment to the holders of any other class of shares, to be repaid a sum equal to the capital paid up or credited as paid up on the
Preference Shares held by it.
(e) Every member of the Company holding preference shares has a right to vote in the General Meeting of the Company on resolutions
(iv) Rights, preferences and restrictions attached to 0.01% Fully and Compulsorily Convertible Non-Cumulative, Non Participatory
Preference shares:
(a) The Preference Shares shall be automatically and mandatorily converted into equity shares on 21st March, 2019 ("Mandatory Conversion
Date") i.e. on the expiry of Five year from the Issue date.
(b) On Mandatory Conversion Date, the Preference Shares shall be converted into such number of equity shares of the Company at the time
of allotment of preference shares provided such conversion price shall not exceed ` 132 per Equity shares (consisting of par of ` 10 and
a premium of ` 122).
40
3. Share Capital (Continued)
(v). Reconciliation of the number of shares outstanding at the beginning and at the end of the year:
Particulars
Number of
Shares
Number of
Shares
` in Lacs
` in Lacs
Equity shares outstanding at the beginning of the year
71,970,238
7,197.02
71,970,238
7,197.02
Equity shares outstanding at the end of the year
71,970,238
7,197.02
71,970,238
7,197.02
Preference Shares at the beginning of the year
100,000,000
10,000.00
100,000,000
10,000.00
Preference shares outstanding at the end of the year
100,000,000
10,000.00
100,000,000
10,000.00
0.01% Fully and Compulsorily Convertible Non-Cumulative Non
Participatory Preference shares at the beginning of the year
250,000,000
25,000.00
250,000,000
25,000.00
250,000,000
25,000.00
250,000,000
25,000.00
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
(vi). Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:
Equity
Shares
Particulars
0.01% Non
Cumulative
and Non Profit
Participatory
Convertible
Preference
Shares
0.01% Fully and
Compulsorily
Convertible NonCumulative Non
Participatory
Preference
shares
Equity Shares
Number of shares
Shapoorji Pallonji & Co.Pvt.Ltd.,
the holding company
49,009,022
-
0.01% Non
Cumulative
and Non Profit
Participatory
Convertible
Preference
Shares
0.01% Fully and
Compulsorily
Participatory
Preference
shares
Number of shares
100,000,000
48,900,182
-
100,000,000
Subsidiaries of the holding company:
-
13,015,929
Renaissance Commerce Pvt. Limited
4,016,250
-
-
4,016,250
-
-
Hermes Commerce Ltd
4,016,250
-
-
4,016,250
-
-
Floreat Investments Limited (FIL)
13,015,929
100,000,000
-
100,000,000
(vii). Details of shares held by each shareholder holding more than 5% of shares of the Company:
Class of shares / Name of shareholder
Equity shares
Shapoorji Pallonji & Co.Pvt.Ltd
Floreat Investments Limited
Renaissance Commerce Pvt. Ltd
Hermes Commerce Ltd.
Number of
% holding
shares held
Number of
% holding
shares held
49,009,022
13,015,929
4,016,250
4,016,250
68.10
18.09
5.58
5.58
48,900,182
13,015,929
4,016,250
4,016,250
67.95
18.09
5.58
5.58
0.01% Non Cumulative and Non Profit Participatory
Convertible Preference Shares
100,000,000
100.00
100,000,000
100.00
0.01% Fully and Compulsorily Convertible NonCumulative Non Participatory Preference shares
Goswami Infratech Private Ltd.
250,000,000
100.00
250,000,000
100.00
Shapoorji Pallonji & Co.Pvt.Ltd.
100,000,000
100.00
100,000,000
100.00
41
4. Reserves and Surplus
Particulars
(a) (b) (c) (d) (e) (f) (g) (h) Capital reserve
Opening balance
Closing balance
Capital redemption reserve
Opening balance
Closing balance
Securities premium account
Opening balance
Closing balance
Revaluation reserve
Opening balance
Less: Utilised for set off against depreciation
Closing balance
Contingencies reserve
Opening balance
Closing balance
Debenture redemption reserve
Opening balance
Add : Transferred from surplus in Statement of Profit and Loss
Closing balance
General reserve
Opening balance
Add : Transferred from surplus in Statement of Profit and Loss
Closing balance
Surplus in Statement of Profit and Loss
Opening balance
Add: Credit Balance in Profit and Loss account of Afcons Infrastructure International Ltd
taken over on Amalgamation (Refer Note 46)
Add: Profit for the year
Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible
fixed assets with nil remaining useful life (Net of deferred tax ` 179.40 Lacs)
(Refer Note 50)
Less: Appropriations
Interim Dividend on Equity Shares (` 1.50 per share)
(Previous Year ` 2.00 per share)
Proposed Dividend on Preference Shares (` 0.001 per share)
Tax on Dividend
Transferred to General reserve
Transferred to Debenture redemption reserve
Closing balance
Total
As at
31st March, 2015
` in Lacs
As at
31st March, 2014
` in Lacs
19.13
19.13
19.13
19.13
12.50
12.50
12.50
12.50
1,028.00
1,028.00
1,028.00
1,028.00
-
43.02
(43.02)
-
800.00
800.00
800.00
800.00
1,250.00
1,290.00
2,540.00
625.00
625.00
1,250.00
6,570.05
6,570.05
5,900.32
669.73
6,570.05
42,474.98
27,470.24
7,896.83
11,290.31
6,697.32
338.97
-
1,079.55
1,439.40
4.50
3.53
216.76
1,290.00
47,442.03
58,411.71
245.23
669.73
625.00
42,474.98
52,154.66
As at
31st March, 2015
` in Lacs
20,000.00
As at
31st March, 2014
` in Lacs
10,000.00
15,000.00
17,500.00
10,514.83
15,436.32
6,755.01
18,423.86
1,491.10
62,442.25
2,619.26
55,298.13
5. Long-term borrowings
Particulars
(a) Debentures (Unsecured) (Refer Note 5A)
(b) Working Capital loans (Refer Note (i) of 5B)
From banks
Secured
(c) Equipment Loan (Secured) (Refer Note (ii) of 5B)
From banks
Rupee Loan
Foreign Currency Loan
(d) Other loans and advances (Refer Note (iii) of 5B)
Foreign Currency Loan (Secured)
Buyers Credit from Banks
Total
42
5. Long-term borrowings (Continued)
(A) Details of Debentures
Particulars
Terms of repayment
Unsecured, Redeemable, Unlisted,
Non-Convertible Debentures (NCDs)
i) 10.45% NCDs
ii) 9.99% NCDs
iii) 9.87% NCDs
Total Non-Convertible Debentures
Secured
Unsecured
` in Lacs
` in Lacs
-
Refer Note (i) below
Refer Note (ii) below
Refer Note (iii) below
Secured
Unsecured
` in Lacs
` in Lacs
10,000.00
5,000.00
5,000.00
20,000.00
-
10,000.00
10,000.00
Notes:
(i) The NCDs carry interest @ 10.45% per annum payable quarterly and are redeemable in full at the end of 5 years from the date of issue i.e. 12th
February, 2018. The NCDs carry a Put option to the holders and a Call option to the Company to get the NCDs redeemed at any time after 3 1/2
years from the date of allotment i.e. 12th August, 2016, by giving a 30 days notice to the other party.
(ii) The NCDs carry interest @ 9.99% per annum payable annually and are redeemable in full at the end of 3 years and 40 days from the date of
allotment i.e. 26th April, 2018.
(iii) The NCDs carry interest @ 9.87% per annum payable semi annually and are redeemable in full at the end of 5 years and 20 days from the date
of allotment i.e. 6th April, 2020.
(B) Details of terms of repayment of long-term borrowings from Banks and security provided in respect thereof:
Terms of repayment
and security
Particulars
(i) Working Capital loans from banks
Axis Bank Ltd. (Refer Note (i) below)
State Bank of India (Refer Note (i) below)
Total - Term Loan
(ii) Equipment Loan from banks
Rupee Loan:
Indian Overseas Bank
State Bank of India
Foreign Currency Loan (ECB):
DBS Bank Ltd
HSBC Bank
Societe Generale
Total - Equipment Loan
Secured
Unsecured
` in Lacs
` in Lacs
(iii) Other Loans and Advances from banks
-Buyer's Credit Foreign Currency Loans
State Bank of India
Total - Other loans and advances
Total Long-term Borrowings from Banks
Refer Note (iv) below
Secured
Unsecured
` in Lacs
` in Lacs
15,000.00
15,000.00
-
10,000.00
7,500.00
17,500.00
-
514.83
10,000.00
-
3,014.83
1,240.18
2,500.00
-
3,742.14
3,742.14
7,952.04
25,951.15
-
8,388.10
7,189.80
2,845.96
25,178.87
-
1,491.10
1,491.10
42,442.25
-
2,619.26
2,619.26
45,298.13
-
Notes:
(i) Working Capital loan from Axis Bank is secured by subservient charge over current assets and Working Capital loan from State Bank of India
is secured by second charge on Plant and Machinery.
(ii) Working Capital loans from Banks carry interest ranging from Base rate + 0.50% to Base rate + 0.70% per annum. The repayment schedule of
the loans are as follows.
Bank Name
State Bank of India
Previous Year
Bank Name
Axis Bank Ltd.
State Bank of India
Loan Amount
(` in Lacs)
15,000.00
Loan Amount
(` in Lacs)
10,000.00
7,500.00
Repayment in
2016-17
2 installments of
` 2,500.00 each
Repayment in
2017-18
2 installments of
` 2,500.00 each
Repayment in
2015-16
Repayment in
2018-19
1 installment of
` 2,500.00
Repayment in
2019-20
1 installment of
` 2,500.00
1 installment of ` 10,000.00
Repayment in
2016-17
-
Repayment in
2017-18
-
43
(iii) Secured by first pari passu charge on Plant & Machinery. The Rupee loans carry interest ranging from Base rate + 0.50% to Base rate + 0.75%
per annum and Foreign currency loans carry interest ranging from Libor + 2.35% to Libor + 2.70% per annum. The repayment schedule of the
loans are as follows.
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2016-17
Repayment in
2017-18
Repayment in
2018-19
Repayment in
2019-20
Repayment in
2020-21
514.83
1 Installments of
` 514.83
10,000.00
1 installment of
` 2,000.00
DBS Bank Ltd
3,742.14
3 installments of
` 1247.38 each
-
-
-
-
HSBC Bank
3,742.14
2 installments of
` 1,871.07 each
-
-
-
-
Societe Generale
7,952.04
Installments of
` 467.77 & `623.69
Rupee Loan:
State Bank of India
1 installment of
` 2,000.00
-
-
1 installment of
` 2,000.00
-
1 installment of
` 2,000.00
1 installment of
` 2,000.00
Foreign Currency Loan:
2 installments of
` 623.69 each
2 installments of
` 935.54 each
2 installments of
` 935.53 each
2 installments of
` 935.53 each
Previous Year
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2015-16
Repayment in
2016-17
Repayment in
2017-18
Repayment in
2018-19
Repayment in
2019-20
Repayment in
2020-21
3,014.83
2 installments
of ` 1250.00
each
1 Installments
of ` 514.83
Oriental Bank of
Commerce
1,240.18
Installments
of ` 625.00 &
` 615.18
State Bank of India
2,500.00
-
1 Installments
of ` 500.00
DBS Bank Ltd
8,388.10
4 installments
of ` 1198.30
each
3 installments
of ` 1198.30
each
-
-
-
-
HSBC Bank
7,189.80
2 installments
of ` 1797.45
each
2 installments
of ` 1797.45
each
-
-
-
-
Societe Generale
2,845.96
2 installments
of ` 149.79
each
Installments
of ` 149.79 &
` 199.72
Rupee Loan:
-
-
-
-
-
-
-
-
-
1 Installments
of ` 500.00
1 Installments
of ` 500.00
1 Installments
of ` 500.00
1 Installments
of ` 500.00
Installments
of ` 199.72 &
` 199.73
2 installments
of ` 299.57
each
2 installments
of ` 299.57
each
2 installments
of ` 299.57
each
(iv) The Loans carry interest ranging from Libor + 95 bps to Euribor + 150 bps per annum. State Bank of India loan is secured by a first charge by
way of equitable mortgage on the immovable properties of the Company situated in Andheri, Mumbai on a pari-passu basis with other banks. It
is further secured by hypothecation of the Company’s stocks of construction materials, stores, work in progress, book debts and first charge on
plant and machinery of the Company on pari- passu basis with other consortium banks and term lenders upto 50% of the Fund Based Limits.
The repayment schedule of the loans are as follows:
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2016-17
State Bank of India
1,491.10
Installments of ` 156.75, ` 156.74,
` 199.13, ` 420.52 & ` 557.96
Previous Year
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2015-16
Repayment in
2016-17
State Bank of India
2,619.26
` 110.31, ` 319.38 & ` 132.06
` 191.29, ` 403.97 & ` 536.01
44
6. Major components of deferred tax (assets) and liabilities are as under:
Particulars
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
Deferred tax liability / (asset)
Tax effect of items constituting deferred tax liability
On difference between book balance and tax balance of fixed assets
4,720.04
5,403.64
Arbitration Awards (including interest)
9,755.14
7,125.89
14,475.18
12,529.53
Tax effect of items constituting deferred tax assets
Provision for compensated absences, gratuity and other employee benefits
(487.47)
(331.43)
Provision for doubtful debts / advances
(715.12)
(702.35)
Others (includes carry forward losses,etc.)
(866.76)
(5.71)
(2,069.35)
(1,039.49)
12,405.83
11,490.04
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
4,156.67
3,576.37
28,673.46
6,345.61
23.14
30.88
32,853.27
9,952.86
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
Net deferred tax liability Total
7. Other long-term liabilities
Particulars
(a) Trade Payables - Retention monies
(b) Others:
(i) Advances from customers
(ii) Statutory remittances (VAT, Service Tax, etc.)
Total
8. Long-term provisions
Particulars
(a) Provision for employee benefits:
(i) Provision for compensated absences
675.10
503.82
(ii) Provision for gratuity (net) (Refer Note 39)
191.87
12.68
-
342.78
866.97
859.28
(b) Provision - For contingencies (Refer Note 47)
(In relation to expense of job completed in earlier year under dispute)
Total
45
9. Short-term borrowings
Particulars
(a) Short term Loans from Bank
Buyers Credit (Secured) (Refer note below)
Packing Credit Finance (Unsecured)
(b) Cash Credit Facility from Banks (Secured) (Refer Note below)
(c) Commercial Papers (Unsecured)
From Banks
Face Value
Less: Discount not written-off
From Other parties
Face Value
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
935.54
935.54
16,802.29
1,947.98
5,990.90
7,938.88
16,197.16
5,000.00
370.76
4,629.24
10,000.00
696.69
9,303.31
30,840.00
1,256.82
29,583.18
30,000.00
1,229.45
28,770.55
(Maximum amount outstanding during the year ` 55,000.05 Lacs)
(Previous Year ` 43,487.27 Lacs)
(d) Loans Repayable on demand (Unsecured)
From Related Parties (Refer Note 40)
-
(e) Loans and Advances from Related Parties (Refer Note 40)
Unsecured
Total
90.00
51,950.25
38.09
62,337.99
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
Note:
Details of security for the secured short-term borrowings:
Terms of repayment
and security
Particulars
Short Term Loans from Bank
Buyers Credit (Secured)
State Bank of India
Refer Note below
Cash Credit Facility
Refer Note below
16,802.29
1,947.98
16,197.16
Note: Secured by a first charge by way of equitable mortgage on the immovable properties of the Company situated in Andheri, Mumbai on a
pari-passu basis. It is further secured by hypothecation of the Company’s stocks of construction materials, stores, work in progress, book debts
and first charge on plant and machinery of the Company on pari- passu basis with other consortium banks and term lenders upto 50% of the
Fund Based Limits. Cash credit facility is further secured by the Company’s proportionate share of Current Assets in all the Joint Ventures both
present and future. Buyers Credit from banks carry interest @ Libor + 0.75 bps per annum and Cash Credit Facility from Banks carry interest
ranging from 10.25% per annum to 13.65% per annum.
10. Trade payables
Particulars
Acceptances
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
3,660.92
3,035.11
Other than Acceptances
(i) Total outstanding dues to micro, medium and small enterprises (Refer Note 30)
(ii) Total outstanding dues other than to micro, medium and small enterprises
Total
46
69.40
84.09
81,266.69
73,324.75
84,997.01
76,443.95
11. Other current liabilities
As at
31st March, 2015
Particulars
As at
31st March, 2014
` in Lacs
` in Lacs
26,801.67
16,081.45
(b) Interest accrued but not due on borrowings
289.84
307.71
(c) Income received in advance (against sale of scrap)
131.35
10.67
(d) Unclaimed / unpaid dividends (Refer Note (ii) below)
26.85
34.39
0.61
1.24
(a) Current maturities of long-term debt (Refer Note (i) below)
(e) Unpaid matured deposits and interest accrued thereon (Refer Note (ii) below)
(f) Other payables
(i) Statutory remittances (VAT, Service Tax, etc.)
2,579.49
2,831.08
(ii) Interest accrued on advance from customers
551.42
51.60
(iii) Trade / security deposits received
(iv) Advances from customers
(v) Amount received on invocation of Bank Guarantees
(vi) Others
Total
153.07
67.33
47,099.13
11,432.25
6,872.79
7,291.83
0.10
0.10
84,506.32
38,109.65
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
12,500.00
2,500.00
3,740.18
3,750.00
10,561.49
9,831.45
26,801.67
16,081.45
Note: (i) Refer Notes B(ii), B(iii) and B(iv) in Note 5 - Long-term borrowings for details of security.
Particulars
(a) Working Capital Loans from Banks
Secured
(b) Equipment Loans from Banks (Secured)
(c) Foreign Currency Loans (Secured)
Total
(ii) This does not include any amount due and outstanding to be credited to the Investor Education and Protection Fund.
12. Short-term provisions
Particulars
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
65.01
57.74
476.55
400.84
541.56
458.58
981.49
1,260.65
497.00
444.41
4.50
3.53
(b) Provision - Others:
(i) Provision for tax (net of advance tax ` 2,013.47 Lacs)
(As at 31 March, 2014 ` 1,522.35 lacs)
st
(ii) Provision for projected loss on contract
(iii) Proposed dividend on Preference shares
(iv) Tax on proposed dividend
Total
47
216.76
0.60
1,699.75
1,709.19
2,241.31
2,167.77
48
16.58
Total
(i) Laboratory Equipments
(h) Floating Equipments
(g) Leasehold improvements
(f) Office equipments
122,496.63
85.45
15,931.75
279.22
2,061.45
705.50
1,209.70
(d) Furniture and Fixtures
(e) Vehicles
100,351.86
(c) Plant and Equipment
1,853.54
Leasehold
(b) Buildings
1.58
` in Lacs
Balance
as at
1st April, 2013
1.58
16.58
1,853.54
114,137.26
1,564.23
857.16
2,004.57
279.22
15,954.46
85.45
136,754.05
` in Lacs
Balance
as at
1st April, 2014
Freehold
(a) Land
Particulars
Previous Year
(a) Land
Freehold
Leasehold
(b) Buildings
(e) Vehicles
(f) Office equipments
Total
Particulars
A. Tangible assets
13. Fixed assets
(288.17)
(6.07)
(13.74)
(83.54)
(391.52)
` in Lacs
15,168.94
-
311.09
-
129.10
177.69
392.42
14,158.64
-
-
-
` in Lacs
Additions
(911.52)
-
(288.38)
-
(185.98)
(26.03)
(37.89)
(373.24)
-
-
-
` in Lacs
Disposals
Gross block
9,827.71
776.98
266.47
262.44
144.07
11,277.67
` in Lacs
Gross block
Additions
Disposals
1.58
136,754.05
85.45
15,954.46
279.22
2,004.57
857.16
1,564.23
114,137.26
1,853.54
16.58
` in Lacs
Balance as at
31st March, 2014
1.58
16.58
1,853.54
123,676.80
2,335.14
1,123.63
2,253.27
279.22
16,014.99
85.45
147,640.20
` in Lacs
Balance as at
31st March, 2015
-
31,509.79
42.49
2,905.26
279.22
845.43
127.93
182.92
25,772.66
1,353.08
0.80
` in Lacs
Balance
as at
1st April, 2013
0.96
1,414.83
38,376.72
260.70
183.56
946.85
279.22
3,848.61
45.10
45,356.55
` in Lacs
Balance
as at
1st April, 2014
Depreciation
/ amortisation
expense for
the year
14,482.09
2.61
1,173.16
-
171.20
67.55
94.20
12,911.46
61.75
0.16
-
` in Lacs
84.98
4.68
0.82
334.48
93.41
518.37
` in Lacs
` in Lacs
Adjustments
-
-
-
-
-
-
-
-
-
-
-
Depreciation / Amortisation
0.16
25.10
10,488.82
231.96
125.69
373.83
1,075.65
2.61
12,323.82
` in Lacs
1.12
1,439.93
48,757.71
495.68
310.07
1,646.67
279.22
4,937.65
47.71
57,915.76
` in Lacs
(635.33)
-
(229.81)
-
(69.78)
(11.92)
(16.42)
(307.40)
-
-
-
` in Lacs
-
45,356.55
45.10
3,848.61
279.22
946.85
183.56
260.70
38,376.72
1,414.83
0.96
` in Lacs
Eliminated
Balance as at
on disposal 31st March, 2014
of assets
(192.81)
(1.66)
(8.49)
(80.02)
(282.98)
` in Lacs
91,397.50
40.35
12,105.85
-
1,057.72
673.60
1,303.53
75,760.54
438.71
15.62
1.58
` in Lacs
Balance as at
31st March, 2014
Net Block
1.58
15.46
413.61
74,919.09
1,839.46
813.56
606.60
11,077.34
37.74
89,724.44
` in Lacs
Net Block
Depreciation Other adjustments Eliminated Balance as at
Balance as at
/ Transition
on
31st March, 2015 31st March, 2015
/ amortisation
disposal
expense for
adjustment
of assets
the year
recorded against
Surplus balance in
Statement of Profit
and Loss
(Refer note 50)
` 1,260.00 lacs
`
iv) Buildings v) Barges (Floating Equipments) 49
` in Lacs
671.96
Balance
as at
1st April, 2013
` in Lacs
795.08
Balance
as at
1st April, 2014
` in Lacs
-
` in Lacs
123.12
` in Lacs
-
Gross block (At cost)
Additions
Disposals
` in Lacs
4.14
Gross block (At cost)
Additions
Disposals
` in Lacs
795.08
Balance
as at
31st March,2014
` in Lacs
799.22
Balance
as at
31st March, 2015
` in Lacs
321.59
Balance
as at
1st April, 2013
` in Lacs
478.05
Balance
as at
1st April, 2014
Less: Utilised from revaluation reserve
Depreciation and amortisation as per Statement of Profit and Loss
Depreciation and amortisation for the year on tangible assets as per (A) above
Depreciation and amortisation for the year on intangible assets as per (B) above
Particulars
` in Lacs
156.46
For the year ended
31st March, 2014
` in Lacs
14,482.09
156.46
14,638.55
43.02
14,595.53
` in Lacs
12,323.82
142.78
12,466.60
12,466.60
` in Lacs
-
For the year ended
31st March, 2015
(Capital work in progress includes capitalised foreign exchange fluctuation ` 605.68 Lacs (Previous year ` 668.25 Lacs))
D. Depreciation and amortisation:
` in Lacs
-
Amortisation
Amortisation for
Eliminated on
the year
disposal of
assets
` in Lacs
142.78
Amortisation
Amortisation for
Eliminated on
the year
disposal of
assets
C. Capital Work in Progress - Plant and equipments under installation ` 17,447.43 Lacs (Previous year ` 10,460.09 Lacs)
Computer software - Acquired
Particulars
Previous Year
Computer software - Acquired
Particulars
B. Intangible assets
` in Lacs
478.05
Balance
as at
31st March,2014
` in Lacs
620.83
Balance
as at
31st March, 2015
` in Lacs
317.03
Net Block
Balance
as at
31st March,2014
` in Lacs
178.39
Net Block
Balance
as at
31st March, 2015
(4) Additions for the year includes foreign exchange capitalised during the year amounting to ` 0.57 Lacs (Previous Year ` 940.83 Lacs). The balance amount of Foreign exchange fluctuation,
capitalised as a part of cost of Tangible Assets, remaining to be amortised is ` 901.79 Lacs (Previous year ` 1,186.35 Lacs) .
(3) Plant and Equipment includes assets for a Gross Value ` Nil (previous year ` 9,636.05 Lacs) and WDV ` Nil (previous year ` 7,899.38 Lacs) hypothecated in favour of Chennai Metro Rail
Ltd.on behalf of Transtonnelstroy Afcons Joint Venture.
899.78 lacs
466.02 lacs
`
124.45 lacs
`
` 4,261.48 lacs
iii) Workshop & Godown Plant & Equipment ii) Laboratory Equipments i) (2) Revalued amounts substituted for Historical Cost as at 1st April, 1990 and included under Gross Block are as under :
Notes:
(1) Some of the Fixed assets viz., Plant & Equipment, (including certain items fully written off in previous years) Laboratory Equipment, Barges (Floating equipments), New & Old Workshop and
Office Building as on 1st April, 1990 were revalued on the basis of the valuation made by the external valuers resulting in net increase of ` 4,551.21 lacs being surplus on revaluation.
14. Non-current investments
Particulars
Face Value
A. Trade (Fully paid, at cost):
(a) Investment in equity instruments (Unquoted) :
(i) of subsidiaries
Hazarat & Co. Ltd.
Afcons Offshore & Marine Services Pvt. Ltd.
Afcons Corrosion Protection Pvt. Ltd.
Afcons Construction Mideast LLC.*
Afcons Infrastructures Kuwait for Building, Road & Marine Contracting WLL.*
Afcons Overseas Construction LLC, Qatar.*
Afcons Mauritius Infrastructure Ltd.
Acons Overseas Singapore Pte. Ltd.
(ii) of associates
Afcons (Mideast) Constructions & Investments Pvt. Ltd.#
(iii) of Joint Ventures - jointly controlled entity
Afcons Sener LNG Construction Projects Pvt.Ltd.
Quantity
Amount
` in Lacs
Quantity
Amount
` in Lacs
` 10
` 10
` 10
AED 1000
KD 1200
202,610
100,000
80,000
147
49
20.26
25.50
6.40
17.65
95.67
202,610
100,000
80,000
147
49
20.26
25.50
6.40
17.65
95.67
QAR 1000
Euro 1
SGD 1
98
1,100,000
50,000
14.90
917.19
24.15
98
1,100,000
-
14.90
917.19
-
*Subsidiary on the basis of control on the composition of the
Board of Directors.
# denotes value less than rupees one thousand.
(b) Investment in partnership firms :
Afcons Pauling Joint Venture (Refer Note (iv) below)
Total - Trade (A)
B. Other investments (Fully paid, at cost):
(a) Investment in equity instruments (Quoted):
Hindustan Oil Exploration Co. Ltd.
Hindustan Construction Co. Ltd.
Simplex Infrastructures Ltd.
ITD Cementation India Ltd.
Gammon India Ltd.
Tata Consultancy Services Ltd.
` 100
1
` 10
4,900
0.49
1,122.21
1
-
174.00
1,296.21
1,097.57
174.00
1,271.57
` 10
`1
`2
` 10
`2
`1
40,072
2,000
500
100
250
400,000
29.34
0.03
0.04
0.42
0.06
8,572.61
8,602.50
40,072
2,000
500
100
250
400,000
29.34
0.03
0.04
0.42
0.06
8,572.61
8,602.50
` 10
1,000
0.10
1,000
0.10
` 10
` 10
50,000
12,731
50,000
12,731
Total - Other investments (B)
5.00
5.00
10.00
8,612.60
5.00
5.00
10.00
8,612.60
Total (A+B)
9,908.81
9,884.17
8,602.50
10,234.30
1,306.31
8,602.50
8,552.69
1,281.67
(b) Investment in equity instruments (Unquoted)
Simar Port Ltd.
(c) Investment in mutual funds (Unquoted):
SBI Infrastructure Fund
UTI Infrastructure Fund - Growth Plan
Notes:
(i) Aggregate amount of quoted investments
(ii) Aggregate market value of quoted investments
(iii) Aggregate amount of unquoted investments
(iv) Other details relating to investment in partnership firms
Name of the firm
Afcons Pauling Joint Venture
Names of partners in
the firm
Pauling Plc
Total
Share of each
capital
partner in the
(` in Lacs) profits of the
firm
174.00
Names of partners
in the firm
95.00% Afcons Infrastructure Limited
-
5.00%
50
Pauling Plc
Total capital
(` in Lacs)
Share of
each partner
in the profits
of the firm
174.00
95.00%
-
5.00%
15. Long-term loans and advances (Unsecured, considered good unless otherwise specified)
Particulars
(a) Capital advances
(b) Security deposits
Unsecured, considered good
As at
31st March, 2015
` in Lacs
968.27
As at
31st March, 2014
` in Lacs
150.38
543.84
544.44
147.01
541.98
(d) Advance income tax (net of provision ` 1,469.84 Lacs)
(As at 31st March, 2014 ` 3,256.24 Lacs)
4,890.20
3,026.86
(e) MAT credit entitlement
6,692.07
5,081.92
3,151.82
25.60
3,177.42
16,418.81
2,761.48
14.94
2,776.42
12,122.00
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
12,716.65
1,995.61
14,712.26
1,995.61
12,716.65
4,555.70
1,995.61
6,551.31
1,995.61
4,555.70
14,054.83
7.00
14,061.83
2.55
7.00
14,052.28
11,389.42
15,649.48
7.00
15,656.48
2.55
7.00
15,646.93
6,554.36
63.73
63.73
19.10
19.10
1,091.96
39,250.31
63.73
63.73
19.10
19.10
1,679.32
28,436.31
As at
31st March, 2015
` in Lacs
As at
31st March, 2014
` in Lacs
8,005.51
764.20
1,016.27
2.45
4,026.54
241.39
3,256.80
17,313.16
8,799.25
8,799.25
9,279.08
900.78
956.32
71.08
3,707.82
173.45
2,803.66
17,892.19
6,933.33
6,933.33
151,778.11
39,562.91
112,215.20
138,327.61
107,348.58
25,900.88
81,447.70
106,273.22
(c) Prepaid expenses
(f) Balances with government authorities
(i) VAT credit receivable
(ii) Other Deposits
Total
16. Other non-current assets
Particulars
(a) Long-term trade receivables - Under arbitration and Retention monies
Doubtful
Less: Provision for doubtful trade receivables
(b) Construction Work-in-Progress - Under arbitration
Doubtful
Less: Advances received
Less: Provision for doubtful Construction Work-in-Progress
(c) Interest on trade receivables as per arbitration awards
(d) Other Loans and Advances (Doubtful)
Less: Provision for other doubtful loans and advances
(e) Other Bank Balances *
Less : Provision
(f) Receivable under foreign currency contracts
Total
* The balances in these bank accounts are subject to exchange control restrictions for repatriation.
17. Inventories
Particulars
(a) Construction Materials - at lower of cost and net realisable value
Steel
Cement
Aggregate
Bitumen
Shuttering Material
Sand
Other Construction Material
(b) Stores and spares - at lower of cost and net realisable value
(c) Construction Work-in-Progress
At estimated realisable value
Total
51
18. Trade receivables
Particulars
Trade receivables outstanding for a period exceeding
six months from the date they were due for payment
Other Trade receivables
Total
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
35,812.61
30,873.95
23,180.84
58,993.45
16,732.28
47,606.23
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
94.87
56.49
1,496.11
1,590.98
811.41
867.90
4.60
3.94
26.85
34.39
8.49
151.63
191.57
1,782.55
8.16
91.62
138.11
1,006.01
19. Cash and cash equivalents
Particulars
A. Cash and cash equivalents
(a) Cash on hand
(b) Balances with banks
(i) In current accounts
Total - cash and cash equivalents (as per AS 3 Cash Flow Statements) (A)
B. Other bank balances
(a) In other deposit accounts
-Original maturity more than 3 months
(b) In earmarked accounts
- Unpaid dividend accounts
- Balances held as margin money or security against
borrowings, guarantees and other commitments
- Other earmarked accounts (Refer Note (i) below)
Total - Other bank balances (B)
Total cash and cash equivalents (A+B)
Note:
Balance with banks-other earmarked accounts Include deposits ` 10.86 Lacs (Previous Year ` 44.28 Lacs) over which Banks and Clients have lien
and ` 140.77 Lacs (Previous year ` 47.34 Lacs) placed as Earnest Money Deposit with various authorities.
20. Short-term loans and advances (Unsecured, considered good)
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
936.70
33,359.55
698.79
34,995.04
2,573.82
26,133.97
698.86
29,406.65
453.68
186.09
(c) Loans and advances to employees
235.43
183.92
1,442.44
742.12
2,480.90
282.34
2.52
2,765.76
9,010.36
48,902.71
1,311.40
121.11
1.40
1,433.91
7,286.63
39,239.32
Particulars
(a) Loans and advances to related parties (Refer Note 40)
To Subsidiaries
To Joint Ventures
To Partnership Firm
(d) Prepaid expenses
(e) Balances with government authorities
(ii) Service Tax credit receivable
(iii) Other Deposits
(f) Others - Advance to vendors and others
Total
52
21. Other current assets
Particulars
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
3.16
7.63
10,546.10
8,708.40
1,251.95
529.50
(a) Accruals
(i) Interest accrued on bank deposits
(b) Interest on trade receivable as per arbitration awards
(c) Receivable under foreign currency contracts
(d) Others
902.42
592.98
1,426.03
2,342.40
(i) Insurance claims
(ii) Duty Credit receivable
(iii) Custom Duty receivable
(iv) Other Receivables from Joint ventures (Refer Note 40)
2,857.77
(v) Distribution of profits receivable from Joint ventures (Refer Note 40)
4,950.00
-
Total
459.94
1,628.62
-
21,937.43
14,269.47
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
22. Revenue from operations
Particulars
(a)
Sale of products (Refer Note (i) below)
847.21
810.53
(b)
Sale of services (Refer Note (ii) below)
292,267.20
262,557.38
(c)
Other operating revenues (Refer Note (iii) below)
Total
Note
(i)
Particulars
Total - Sale of products
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
847.21
810.53
847.21
810.53
296,639.80
265,246.80
Sale of services comprises:
Construction Revenue
Less : Value added tax
Total - Sale of services
(iii)
9,306.55
272,674.46
Sale of products comprises:
Construction Materials
(ii)
8,148.55
301,262.96
4,372.60
2,689.42
292,267.20
262,557.38
1,147.97
923.39
Other operating revenues comprises:
Sale of scrap
-
Duty Scrip credit
2,342.40
Equipment Hire Charges
172.04
270.00
Consultancy Service Charges
570.54
0.76
6,258.00
5,770.00
8,148.55
9,306.55
Distribution of Profits from Joint Ventures
Total - Other operating revenues
53
23. Other income
For the year ended
31st March, 2015
` in Lacs
8,797.37
For the year ended
31st March, 2014
` in Lacs
4,704.76
1,924.18
4,839.26
15,560.81
0.01
2,710.65
7,415.42
For the year ended
31st March, 2015
` in Lacs
For the year ended
31st March, 2014
` in Lacs
Total - Interest income
4.42
1,288.79
7,503.29
0.87
8,797.37
23.76
639.94
3,938.69
0.97
101.40
4,704.76
Other non operating income comprises:
Creditors / Excess provision written back
Insurance Claim received
Provision for Projected Loss written back
Net Gain on foreign currency transactions and translation
Miscellaneous income
Total - Other non-operating income
754.95
1,027.93
444.41
1,436.31
1,175.66
4,839.26
444.50
533.51
951.25
781.39
2,710.65
For the year ended
31st March, 2015
` in Lacs
54,808.37
For the year ended
31st March, 2014
` in Lacs
73,712.56
18,137.68
13,752.70
101,703.41
2,615.83
4,520.16
9,096.35
7,630.48
143,703.91
198,512.28
65,143.80
1,118.43
4,297.80
12,884.42
6,130.61
103,327.76
177,040.32
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
957.88
957.88
` in Lacs
824.30
824.30
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
37,055.11
2,716.10
2,229.43
42,000.64
` in Lacs
33,007.22
2,482.97
1,928.58
37,418.77
Particulars
(a)
(b)
(c)
Interest income (Refer Note (i) below)
Dividend income:
From non trade,non current investments
Other non operating income (Refer Note (ii) below)
Note
(i)
(ii)
Total
Particulars
Interest income comprises:
Interest from banks deposits
Interest on loans and advances
Interest on Arbitration awards
Interest income from non current investments
Interest on income tax refund
24. Cost of construction
Particulars
Cost of Construction Materials consumed (Including Bought out Items)
Other Construction Expenses:
Consumption of stores and spare parts
Subcontracting expenses
(Including lease payment for equipments hired) (Refer Note 41)
Site Installation
Technical Consultancy
Power and fuel
Freight and forwarding
Total
25. Cost of traded goods
Particulars
Total
26. Employee benefits expense
Particulars
Salaries and wages
Contributions to provident and other funds (Refer Note 39)
Staff welfare expenses
Total
54
27. Finance costs
Particulars
(a) Interest expense on:
(i) Borrowings and Advances
(ii) Delayed / deferred payment of income tax
(b) Other borrowing costs:
(i) Bank Guarantee Commission including Bank Charges
(ii) L/c charges & Processing Fees
Total
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
16,297.34
16.83
14,559.60
0.92
1,217.45
339.96
17,871.58
963.81
447.77
15,972.10
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
393.62
3,013.03
87.88
1,084.92
636.36
2,384.26
3,745.73
452.57
4,900.02
1,639.87
307.46
28.74
12,422.88
93.52
1.04
8.60
497.00
63.22
0.06
29.79
1,047.99
2,047.64
34,886.20
` in Lacs
440.95
2,396.89
0.30
727.72
477.59
2,114.35
2,899.42
437.91
3,980.44
1,747.66
50.80
8.26
2,999.02
86.93
906.76
414.44
87.98
525.77
6.20
444.41
134.47
0.07
30.00
920.09
2,111.75
23,950.18
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
47.00
15.17
20.40
0.66
10.29
93.52
39.50
20.99
15.00
0.37
11.07
86.93
28. Other expenses
Particulars
Water and Electricity
Rent (Refer Note 41)
Repairs and maintenance - Buildings
Repairs and maintenance - Machinery
Repairs and maintenance - Others
Insurance
Rates and taxes
Communication
Travelling and conveyance
Security Charges
Donations and contributions (Refer Note 45)
Expenditure on Corporate Social Responsibility (Refer Note 49)
Legal and professional
Payments to auditors (Refer Note below)
Duty Scrip Written off
Bad/Irrecoverable Debtors/Unbilled Revenue written off
Advances written off
Net loss on foreign currency transactions and translation (Net)
Directors Fees
Provision for projected loss on contract
Loss on sale of fixed assets
Share of Loss from partnership firm
Expenses of jobs completed in earlier year
Hedging expenses
Miscellaneous expenses
Total
Note:
Particulars
Payments to the auditors comprises *
As auditors - statutory audit
For taxation matters
For other services
Reimbursement of expenses
For Service tax
Total
* excludes payment of ` 29.68 Lacs (Previous Year ` 16.05 Lacs) for taxation matters to an affiliated firm / company of one of the joint auditors covered
by a networking arrangement which is registered with the institute of Chartered Accountants of India.
55
29 Contingent liabilities and commitments (to the extent not provided for)
Particulars
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
7,396.31
6,821.55
130,338.15
115,185.91
632.46
1,179.28
11,558.87
6,219.27
4,160.99
1387.04
(i) Contingent liabilities
(a) Claims against the Company not acknowledged as debts
Differences with sub-contractors in regard to rates and quantity of materials.
The above claims are pending before various courts. The Company is confident that the cases will
be successfully contested.
(b) Guarantees
i) Bank Guarantees given on behalf of Subsidiaries and Joint Ventures and counter guaranteed
by the Company.
(c) Sales Tax and Entry Tax
Represents demands raised by Sales Tax Authorities in matters of a) disallowance of labour
and service charges, consumables etc. b) Tax on AS7 Turnover c) Entry Tax and d) Interest and
Penalty etc. for which appeal is pending before various appellate authorities. The Company is
confident that the cases will be successfully contested.
(d) Service Tax
Represents demand confirmed by the CESTAT / Asst. Commissioner of Service Tax for a)
disallowance of Cenvat Credit, since abatement claimed by the Company, b) disallowance of
general exemption of private Transport terminals and c) Taxability under “Commercial or Industrial
Construction Service, etc. The Company has appealed / in the process of appeal against the
said order with Commissioner of Service Tax Mumbai,CESTAT / High Court and is confident that
the cases will be successfully contested. The company has received the stay order for some
case from the CESTAT. Amount disclosed does not include penalties in certain matters for which
amount is unascertainable.
Note:- In respect of items mentioned under Paragraphs (a), (c), and (d) above, till the matters are finally decided, the financial effect cannot be ascertained.
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for
30. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
As at
31st March, 2015
Particulars
As at
31st March, 2014
` in Lacs
` in Lacs
(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year
66.41
82.37
(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year
2.99
1.72
(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond
the appointed day
(iv) The amount of interest due and payable for the year
(v) The amount of interest accrued and remaining unpaid at the end of the accounting year
2.99
1.72
(vi) The amount of further interest due and payable even in the succeeding year, until such date when
the interest dues as above are actually paid
Note: Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information
collected by the Management. This has been relied upon by the auditors.
31. (A) During the financial year 2012-13, the Company had issued Unsecured Unlisted Non-Convertible Debentures (NCDs) amounting to
`1,000,000 (‘000) to a Bank on a private placement basis. The said Bank subsequently transferred the NCDs in favor of Mutual Fund. The
company has obtained and placed reliance on legal opinion to the effect that the provisions of Section 58A of the Companies Act, 1956
read together with the Companies Acceptance of Deposit Rules, 1975 are not attracted to the NCDs, as aforesaid, originally issued on
private placement basis to a Bank and its subsequent transfer to a Mutual Fund as mentioned above in accordance with the provisions of
Section 111A of the Companies Act, 1956. The company has placed reliance on legal opinion to the effect that the NCD issued under the
1956 Act remain exempt under the 2013 Act and Deposit Rules.
(B) During the current year, the Company had issued Unsecured Unlisted Non- Convertible Debentures (NCDs) amounting to `1,000,000
(‘000) to a Bank on a private placement basis. The said Bank subsequently transferred the NCDs in favor of Mutual Fund. The company
has obtained and placed reliance on legal opinion to the effect that the provisions of Section 73 of the Companies Act, 2013 read
together with the Companies (Acceptance of Deposit Rules), 2014 are not attracted to the NCDs, as aforesaid, originally issued on private
placement basis to a Bank and its subsequent transfer to a Mutual Fund as mentioned above in accordance with the provisions of Section
58 (2) of the Companies Act, 2013.
56
32. Details on derivative instruments and unhedged foreign currency exposures
(A) Details of derivative instruments
The company has entered into the following derivative instruments:
(a) Forward Exchange Contracts / Options [being a derivative instrument], which are not intended for trading or speculative purposes, but
for hedge purposes, to establish the amount of reporting currency required or available at the settlement date of certain payables and
receivables.
The following are the Forward Exchange Contracts entered into by the company as on 31st March,2015 (Previous Year USD 36,888,120,
` in lacs 22,101.52)
Currency
Amount
Buy/Sell
Cross Currency
US Dollar
27,888,120
Buy
Rupees
` in Lacs
17,393.54
(b) Interest Rate Swaps to hedge against fluctuations in interest rate changes:
No. of contracts:
2
Notional Principal
Previous year
US$ 26,000,000
US$ 35,000,000
` in Lacs
16,215.94
20,970.25
(B) Details of unhedged foreign currency exposures
Borrowings taken in foreign currency as at the balance sheet date not covered by forward contracts are USD 14,250,000 and EURO 1,803,017
equivalent to ` 8,887.58 Lacs and ` 1,207.74 Lacs respectively (as on 31st March,2014 USD 10,829,530 equivalent to ` 6,488.51 Lacs and Euro
5,128,617 equivalent to ` 4,232.52 lacs).
The above amounts do not include packing credit finance and overdraft facilities drawn by overseas branches from banks in local currencies
which are to be repaid out of proceeds from project billing in the said local currencies and accordingly no foreign exchange exposure is
anticipated on such borrowings.
Receivables and Payables in foreign currency as at the balance sheet date not covered by forward contracts are ` 58,873.57 Lacs (as at 31st
March 2014 ` 38,238.06 Lacs) and ` 89,461.98 Lacs (as at 31st March 2014 ` 74,742.76 Lacs) respectively as given below.
QR
OMR
MAUR Ru
UAED
JOD
USD
EURO
BHD
KWD
BDT
JPY
SAR
QR
OMR
MAUR Ru
UAED
JOD
USD
EURO
BHD
KWD
GBP
JPY
SGD
CHF
BDT
IQD
SAR
Receivable 2014-15
Foreign currency
10,018,112.20
49,611.10
303,229.40
21,031,514.82
6,245,146.26
52,435,888.51
2,821,718.44
2,765,239.34
3,879,420.59
56,521,750.84
58,933,979.00
33,980.89
Total
Rs in Lacs
1,716.30
80.42
5.20
3,571.43
5,501.46
32,703.74
1,890.11
4,574.67
8,065.18
453.25
306.16
5.65
58,873.57
Receivable 2013-14
Foreign currency
QR
277,420.65
OMR
47,707.21
MAUR Ru
270,676.95
UAED
27,496,741.29
JOD
8,841,523.64
USD
29,672,624.91
EURO
327,567.07
BHD
3,500,809.60
KWD
219,988.68
BDT
1,442,165.42
JPY
353,116,493.00
SAR
Total
Rs in Lacs
45.65
74.28
5.41
4,485.60
7,485.38
17,778.36
270.33
5,563.69
468.73
11.14
2,049.49
38,238.06
Payable 2014-15
Foreign currency
11,863,001.58
2,530.17
1,073,283.14
443,507.49
11,042,891.18
97,854,915.45
9,059,591.25
930,408.49
3,869,210.89
24,232.03
153,995,820.96
16,131.24
5,112,822.05
7,222,220.15
279,517.19
Total
Rs in Lacs
2,032.37
4.10
18.41
75.32
9,727.88
61,031.14
6,068.49
1,539.22
8,043.96
22.40
800.01
7.33
41.00
3.87
46.48
89,461.98
Payable 2013-14
Foreign currency
QR
32,936.59
OMR
6,964.02
MAUR Ru
436,251.25
UAED
632,252.59
JOD
14,045,009.99
USD
66,078,310.64
EURO
9,154,354.32
BHD
2,443,683.44
KWD
2,705,353.07
GBP
51,935.30
JPY
1,005,038,883.90
SGD
CHF
18,004.34
BDT
1,253,987.83
IQD
6,666,660.19
SAR
124,563.33
Total
Rs in Lacs
5.42
10.85
8.71
103.14
11,890.73
39,590.82
7,554.86
3,883.64
5,764.27
51.85
5,833.25
12.20
9.69
3.43
19.90
74,742.76
QR- Qatari Riyal, OMR – Omani Riyal, MAUR - Mauritian Rupee, UAED- UAE Dirham, JOD- Jordanian Dinar, USD – United States Dollars,
GBP- Great Britain Pound, JPY- Japanese Yen, SGD - Singapore Dollar, CHF- Swiss France, EURO - European Currency, BHD - Bahraini Dinar,
KWD - Kuwaiti Dinar, BDT - Bangladesh Taka, IQD - Iraqi Dinar, SAR - Saudi Riyal
57
33. Value of imports calculated on CIF basis
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
2,647.07
1,984.35
4,156.28
4,005.59
6,803.35
5,989.94
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
Construction materials consumed
17,395.19
27,527.90
Sub – Contract and Hire Charges
67,525.04
36,719.83
Particulars
Components
Capital goods
Total
34. Expenditure in foreign currency (on accrual basis)
Particulars
Technical consultancy fees
Professional Fees
2,521.30
2,485.16
10,174.22
1,518.35
922.75
671.47
7,082.68
5,943.89
13.00
78.68
Tax
2,673.69
2,633.02
Freight & Transportation
4,703.32
4,239.22
Rent
Salaries, Wages & Bonus
Interest
Travelling Expenses
1,663.31
960.83
Staff Welfare Expenses
1,109.08
1,200.32
Insurance
Clearing Charges for imported spares
Bank Guarantee Commission
Repairs and Maintenance
Others
Total
502.74
365.30
1,013.34
486.28
624.54
562.92
21.09
37.03
1,898.88
2,045.56
119,844.17
87,475.76
For the year ended
31st March, 2015
For the year ended
31st March, 2014
35. Earnings in foreign currency (on accrual basis)
Particulars
Value of work executed
Sale of Scrap
` in Lacs
` in Lacs
138,815.63
78,851.17
155.30
201.64
-
Insurance Claim Received
1,071.12
Interest and Other Income
Equipment Hire Charges
Service Charges
Total
185.71
25.01
-
410.54
0.76
1,624.17
Dividend
0.31
142,101.77
79,239.59
36. Expenses capitalized during the year on fabrication/ improvement of equipment that has resulted in increased future benefits beyond
their previously assessed standard of performance are as under :
Particulars
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
74.92
94.03
Stores and spares consumed
58.90
64.40
Repairs
76.38
119.13
Others
Total
58
21.00
24.75
231.20
302.31
37. Disclosure in accordance with Accounting Standard - 7 (Revised)
(` in Lacs)
Particulars
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
292,267.20
262,557.38
Details of contract revenue and costs
a) Contract Revenue
b) Disclosure for contracts in progress:
(i) Aggregate amount of costs incurred
790,721.15
604,497.49
(ii) Recognized profits (less recognized losses)
106,188.87
108,282.24
(iii) Advances Received
113,416.94
43,157.75
(iv) Retention Money
c) Gross amount due from customers for contract work in progress
8,397.57
6,950.89
144,559.43
106,241.29
150.73
d) Gross amount due to customers for contract work in progress
-
38. Segment information
a. Segment information for Primary reporting (by business segment)
The company has only one reportable business segment of construction business, hence information for primary business segment is not
given.
b. Segment information for Secondary segment reporting (by geographical segment).
The Company has two reportable geographical segments based on location of customers.
(i) Revenue from customers within India - Local projects
(ii) Revenue from customers outside India - Foreign projects
Secondary : Geographical (Location of customers)
(` in Lacs)
Local Projects
Income from operation
Carrying amount of asset (Excluding Taxes on Income and Investment)
Additions to Fixed Assets
Foreign Projects
Total
231,479.09
69,783.87
301,262.96
(220,371.16)
(52,303.30)
(272,674.46)
384,614.45
36,766.41
421,380.86
(313,593.25)
(29,425.15)
(343,018.40)
17,845.86
423.28
18,269.14
(10,755.33)
(190.91)
(10,946.24)
Figures in parenthesis are those of previous year.
39. The company has accounted liability for gratuity and compensated absences as per the Accounting Standard (AS- 15 Revised) on
“Employee Benefits”.
Reconciliation of opening and closing balance of the present value of the defined benefit obligation for gratuity and long term compensated
absences is given below:
a) Gratuity (Funded)
A. Assumptions
Current Year
31st March 2014
9.31%
Discount Rate
7.96%
Rate of Return on Plan Assets
7.96%
8.70%
Salary Escalation
4.50%
4.50%
Indian Assured Lives
Mortality (2006-08)
Ultimate
Mortality (2006-08)
Ultimate
Current Year
31st March 2014
1401.75
1388.16
Mortality Table
(` in Lacs)
B. Changes in the Benefit Obligation
Liability at the Beginning of the current year
Interest Cost
130.50
114.52
Current Service Cost
117.11
128.07
-
Past Service Cost
-
(154.79)
(235.84)
Actuarial Loss/ (Gain) on obligations
245.27
6.84
Liability at the end of the current year
1,739.84
1,401.75
Benefit Paid
59
C. Fair Value of the Plan Asset
Fair Value of Plan Asset at the beginning of the year
Current Year
31st March 2014
988.23
1006.05
85.98
87.53
Expected Return on Plan Asset
Contributions
Benefit paid
149.18
133.17
(154.79)
(235.84)
2.82
(2.68)
Fair value of Plan Assets at the end of the year
1071.42
988.23
Total Actuarial Loss to be Recognized
(242.45)
(9.52)
Current Year
31st March 2014
Actuarial Gain/ (Loss) on Plan Assets
D. Actual Return on Plan Assets:
85.98
87.53
2.82
(2.68)
88.80
84.85
E. Amount Recognized in the Balance Sheet:
Liability at the end of the year
Fair Value of Plan Assets at the end of the year
Unrecognized Past Service Cost
Amount recognized in the Balance Sheet
Current Year
1,739.84
1,071.42
(668.42)
31st March 2014
1,401.75
988.23
(413.53)
F. Expense Recognized in the Profit and Loss Account:
Interest Cost
Expected Return on Plan Assets
Past Service Cost
Net Actuarial Gain / Loss to be recognized
Expense recognized in the Profit and Loss Account under staff expenses
Current Year
117.11
130.50
(85.98)
242.45
404.08
31st March 2014
128.07
114.52
(87.53)
9.52
164.58
G. Reconciliation of the Liability recognized in the Balance Sheet:
Opening Net Liability
Expense recognized
Employers Contribution
Amount recognized in the Balance Sheet under “Provision for Retirement Benefits”
Current Year
413.52
404.08
(149.18)
668.42
31st March 2014
382.11
164.58
(133.17)
413.52
(%)
100
(%)
100
Current Year
Indian Assured
Lives Mortality
(2006-08) Ultimate
7.96%
4.50%
2.00%
31st March 2014
Mortality (2006-08)
Ultimate
9.31%
4.50%
2.00%
Actual Return on Plan Assets
H. Major category of plan assets as percentage of total plan assets:
Insured Managed funds
(b) Compensated Absences (Non funded) :
Actuarial Assumptions
Mortality Table
Discount Rate
Salary Escalation
Withdrawal Rate
Experience adjustments
2014-2015
2013-2014
2012-2013
2011- 2012
2010-11
1,739.84
1,071.42
(668.42)
(92.77)
2.82
1,401.75
988.23
(413.53)
(108.39)
(2.68)
1,388.16
1,006.05
(382.11)
(140.29)
5.79
1,231.33
964.22
(267.12)
(107.95)
14.57
1044.40
835.94
(208.46)
(108.35)
13.40
Gratuity
Present value of DBO
Fair value of plan assets
Funded status [Surplus / (Deficit)]
Experience gain / (loss) adjustments on plan liabilities
Experience gain / (loss) adjustments on plan assets
The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under
the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised
` 1,573.77 Lacs (Year ended 31st March, 2014 ` 1,647.82 Lacs) for Provident Fund contributions and ` 742.06 Lacs (Year ended
31st March, 2014 ` 651.23 Lacs ) for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these
plans by the Company are at rates specified in the rules of the schemes.
60
Notes :
i) Premium is paid to LIC under Group Gratuity Scheme of LIC.
ii) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors such as supply and demand in the employment market. The above information is certified by the actuary and relied upon by the Auditors.
iii) Contributions expected to be paid to the plan during the annual period beginning after the Balance Sheet date is ` 476.55 Lacs (Previous year
` 400.85 Lacs).
iv) The expected return on plan assets is determined considering several applicable factors which includes mainly the composition of plan assets
held, assessed risks of asset management and historical result of the return on plan asset.
40. Related party disclosures as per Accounting Standard 18 on “Related Party Disclosures”
(a) Details of related parties:
Related Party where Control exists
Holding Company
Shapoorji Pallonji & Company Private Limited
Subsidiaries of the Company
Hazarat & Company Private Limited
Afcons Offshore and Marine Services Private Limited
Afcons Construction Mideast LLC
Afcons Infrastructures Kuwait for Building, Road and Marine Contracting WLL
Afcons Overseas Construction LLC
Afcons Gulf International Project Services FZE
Afcons Gunanusa Joint Venture
Transtonnelstroy Afcons Joint Venture
Dahej Standby Jetty Project undertaking
Afcons Mauritius Infrastructure Ltd (AMIL)
Afcons Overseas Singapore Pte Ltd. (w.e.f. 27th March, 2014)
Afcons Infra Projects Kazakhstan LLP (w.e.f. 11th July, 2014)
Fellow Subsidiary(s)
SP Jammu Udhampur Highway Pvt. Ltd
Forvol International Service Ltd
Armada C-7 Pte Ltd.
Shapoorji AECOS Construction Pvt. Ltd.
Forbes & Company Ltd.
Shapoorji & Pallonji Qatar, WLL
Eureka Forbes Ltd.
Associate of the Company
Afcons (Mideast) Constructions and Investments Private Limited
Partnership firm in which the Company is a partner
Jointly Controlled Entities
Strabag AG Afcons Joint Venture
Saipem Afcons Joint Venture
Ircon Afcons Joint Venture
Afcons Sener LNG Construction Projects Pvt.Ltd. (w.e.f. 13th January, 2015)
Key Management Personnel
Mr. S. P. Mistry – Chairman
Mr. K. Subrahmanian – Vice Chairman & Managing Director
Mr. S. Paramasivan – Dy. Managing Director
61
62
-
160.00
195.24
60.24
60.24
1.00
CY
-
260.32
80.33
80.33
1.00
PY 13-14
CY
Sale of Spares/Materials/Assets
Transtonnelstroy-Afcons Joint Venture
Dahej Standby Jetty Project Undertaking (DJPU)
Afcons Construction Mideast, LLC
Shapoorji Pallonji & Co. Pvt. Ltd.
Distribution of Profit from Joint Ventures
Income from Services charges
-
833.43
15.95
1,308.00
4,950.00
410.54
815.55
29.24
10.51
2,800.00
2,970.00
-
27.99
-
167.70
6.32
-
PY 13-14
-
477.07
PY 13-14
Joint Venture(s)
Interest Income
Afcons Overseas Construction LLC, Qatar
Afcons Infrastructures Kuwait for Building,Road &
Marine Contracting WLL.
Ircon-Afcons Joint Venture
265.07
4.91
16.99
1,624.17
CY
Fellow subsidiary(s)
995.39
34.55
978.00
0.03
10,000.00
PY 13-14
Subsidiaries
Partnership Firm in
which Company is a
partner
CY
PY 13-14
Overhead Charges Recovered
Strabag-AG Afcons Joint Venture
Income from Consultancy Services
Income on Interim Dividend on Equity Shares
735.11
1.00
Dividend on Preference Shares
Interim Dividend on Equity Shares
Hermes Commerce Limited
Renaissance Commerce Private Ltd.
K.Subrahmanian
S.Paramasivan
-
CY
Holding Company(s)
Issue of Preference Shares
Sitting Fees paid
S.P.Mistry
Managerial Remuneration paid
K.Subrahmanian
S.Paramasivan
Nature of Transaction
b) Details of transactions with related parties for the period 01/04/2014 to 31/03/2015 AFCONS INFRASTRUCTURE LIMITED
CY
PY 13-14
Associate Company
0.87
0.39
0.60
176.00
136.50
CY
1.16
0.53
0.60
155.00
120.00
PY 13-14
Key Management
Personnel
-
34.55
833.43
15.95
1,308.00
4,950.00
410.54
27.99
265.07
4.91
16.99
995.39
160.00
1,624.17
735.11
195.24
60.24
60.24
0.87
0.39
1.00
1.00
-
0.60
176.00
136.50
CY
-
815.55
29.24
10.51
2,800.00
2,970.00
-
-
-
167.70
6.32
477.07
-
-
978.00
260.32
80.33
80.33
1.16
0.53
1.00
0.03
10,000.00
0.60
155.00
120.00
PY 13-14
Total
(` in Lacs)
PY 13-14
CY
63
Rent Expense
Forbes & Company Limited
Service Charges paid
Profit /(Loss) of share in partnership firm
Sale of Duty Credit scrip
Equipment Hire Charges Received
Subcontract Income
13.24
-
-
833.72
967.28
160.60
-
(194.72)
(0.95)
111.46
-
407.70
1.20
90.76
87.92
1.20
198.89
224.85
3,791.05
12,794.31 18,035.88
(85,238.30) (95,058.85)
(45.00) (1,358.75)
(3,527.64) (8,050.62)
(2.65)
-
(3,585.86)
(496.87)
0.63
91.70
92,471.99 101,396.04
292.40 2,290.25
2,328.93 12,531.78
1,353.28
1,105.31
-
-
PY 13-14
45.08
56.77
-
-
12,382.52 63,774.42
(332.67)
CY
Advance Recived back
Shapoorji Pallonji Qatar WLL
PY 13-14
Subsidiaries
2,050.84
CY
Holding Company(s)
Advance Given
Afcons Offshore & Marine Services Private Limited
Saipem-Afcons Joint Venture
(0.06)
(0.07)
Partnership Firm in
which Company is a
partner
CY
PY 13-14
99.39
5.50
(1,811.00)
-
435.00
1,811.00
CY
-
-
(210.14)
-
3.10
PY 13-14
Joint Venture(s)
CY
PY 13-14
Associate Company
CY
PY 13-14
Key Management
Personnel
967.28
160.60
PY 13-14
-
-
(194.72)
1.20
45.08
90.76
87.92
13.24
407.70
-
1.20
-
198.89
(0.07)
833.72
-
224.85
(0.06)
-
56.77
99.39
5.50
3,791.05
12,794.31 18,035.88
12,382.52 63,774.42
(85,238.30) (95,058.85)
(45.00) (1,358.75)
(3,527.64) (8,050.62)
(2.65)
(332.67)
-
(1,811.00)
(3,585.86)
(496.87)
92,471.99 101,396.04
292.40 2,290.25
2,328.93 12,531.78
435.00
1,811.00
3.10
0.63
(0.95)
91.70
111.46
(210.14)
2,050.84
-
1,353.28
1,105.31
CY
Total
(` in Lacs)
64
-
187.17
1,283.04
16,730.15 20,345.17
Outstanding amount of guarantee given/ (taken)
27.62
422.24
1,046.48
-
726.74
-
357.74
PY 13-14
337.38
CY
(952.43)
19.50
784.13
2,734.18
-
PY 13-14
Joint Venture(s)
(685.91)
-
33.03
35.07
29,147.40 24,088.01
1,902.93
3,553.02 2,252.22
4,500.00 (1,936.13)
(2.05)
3.06
(39.54) (2,443.30)
244.56
356.53
-
-
42.51
CY
Partnership Firm in
which Company is a
partner
CY
PY 13-14
Guarantees Given for/ (Released)
Afcons Sener LNG Constructions Projects Pvt. Ltd.
119.41
335.58
(0.28)
2.65
88.01
95.85
4.49
66.31
41.78
-
188.09
PY 13-14
3.55
0.05
42.76
19.74
CY
Purchase of Assets / Materials
Eureka Forbes Ltd.
-
PY 13-14
Subsidiaries
177.85
88.06
CY
Holding Company(s)
Equipment Hire Charges Paid
Air Ticketing Expenses
Interest expense
Afcons (Mideast) Constructions and Investments
Private Limited
Subcontract Expense
Renovation Expenses
Expenses incurred by /(on behalf of) Afcons
Armada C-7 Pte Ltd.
1.95
CY
9.00
PY 13-14
Associate Company
CY
PY 13-14
Key Management
Personnel
-
-
244.56
356.53
-
726.74
9.00
-
-
-
2.65
-
66.31
41.78
357.74
88.01
27.62
188.09
PY 13-14
33.03
35.07
29,147.40 24,088.01
16,730.15 20,345.17
1,283.04
(2.05)
3.06
(39.54) (2,443.30)
(685.91)
(952.43)
3,553.02 2,252.22
4,500.00 (1,936.13)
1,046.48
1,902.93
-
119.41
335.58
19.50
177.85
784.13
1.95
2,734.18
88.06
4.49
42.51
(0.28)
3.55
0.05
42.76
19.74
337.38
95.85
422.24
187.17
CY
Total
(` in Lacs)
65
5.91
45.49
CY
5.91
-
PY 13-14
Holding Company(s)
-
408.72
0.28
-
70.79
411.59
1,923.04
218.13
25,489.75 12,796.54
-
1,920.29
-
45.32
(38.09)
55.85
175.33
4,950.00
1,605.25
8,875.76
322.82
16,152.21
0.63
704.84 2,528.50
0.05
15,891.00 15,547.75
CY
PY 13-14
65,328.02 61,775.00
11,169.86 6,623.12
1,902.93
-
Subsidiaries
136.29
777.61
42.51
163.78
20.84
1,718.17
CY
-
168.59
-
-
-
PY 13-14
762.58
698.79
762.58
698.86
Partnership Firm in
which Company is a
partner
CY
PY 13-14
Note: There are no provisions for doubtful debts or amounts written off or written back during the year for debts due from/ to related parties.
Outstanding Amount - Creditors
Outstanding Amount - Debtors
Armada C-7 Pte Ltd.
Distribution of Profit receivable from Joint Venture
Other Receivables
Outstanding Amount Loans & Advances Dr/ (Cr)
Afcons Offshore & Marine Services Private Limited
Afcons (Mideast) Constructions and Investments
Private Limited
Afcons Sener LNG Constructions Projects Pvt. Ltd.
5.61
97.40
2857.77
478.15
77.82
437.55
1,528.04
1,046.48
CY
-
-
1,628.62
30.72
71.95
2.55
-
PY 13-14
Joint Venture(s)
-
CY
(90.00)
PY 13-14
Associate Company
CY
PY 13-14
Key Management
Personnel
-
-
1,628.62
408.72
0.28
136.29
777.61
70.79
-
-
168.59
1,923.04
218.13
25,489.75 12,796.54
762.58
762.58
5.91
5.91
20.84
97.40
411.59
42.51
163.78
5.61
-
-
1,920.29
4,950.00
2,857.77
30.72
478.15
45.49
1,718.17
-
1,605.25
8,875.76
71.95
698.86
45.32
(38.09)
322.82
16,152.21
77.82
698.79
55.85
175.33
0.63
704.84 2,528.50
0.05
15,891.00 15,547.75
437.55
2.55
(90.00)
-
1,528.04
1,046.48
CY
PY 13-14
65,328.02 61,775.00
11,169.86 6,623.12
1,902.93
-
Total
(` in Lacs)
41. Details of leasing arrangements
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
172.04
270.00
(ii) Lease payments recognised for residential and other properties in the Statement of Profit
and Loss under ‘Rent’ in Note 28
3,013.03
2,396.89
(iii) Lease payments for equipments are recognised in the Statement of Profit and Loss under
'Subcontracting Expenses' in Note 24
13,181.18
6,499.85
Particulars
As Lessor
(i) The company has let out one of the premises and equipments under operating lease. The
lease is cancellable and is renewable by mutual consent on mutually agreeable terms.
(ii) The lease income of equipments recognised in the Statement of Profit and Loss under
‘Other Operating Revenues’ in Note 22
As Lessee
(i)
The company has taken various offices, residential & godown premises, land and
equipments under operating lease or leave and licence agreements. These are generally
cancellable and range between 11 months and 3 years under leave and licence agreement
and are renewable by mutual consent on mutually agreeable terms.
42. Earnings per share (EPS)
(EPS) is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during
the year, as under :
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
7,896.83
6,697.32
5.42
4.13
7,891.41
6,693.19
Numbers
Numbers
71,970,238
71,970,238
340,738,268
340,738,268
`
`
10.96
9.30
2.32
1.97
` 10.00
` 10.00
Numbers
Numbers
Weighted average number of shares outstanding during the year – for calculating basic EPS
(numbers)
71,970,238
71,970,238
Add: Potential equity shares that could arise on conversion of 0.01%.Fully and Compulsorily
convertible Non-cumulative, Non Participatory Preference shares at ` 10 each.
{Refer Note 3(iii b)}
246,540,258
246,540,258
Add: Potential equity shares that could arise on conversion of 0.01% Non-cumulative, NonParticipatory Convertible Preference shares at ` 68.25. {Refer Note 3(ii b)}
14,652,014
14,652,014
convertible Non-cumulative, Non Participatory Preference shares at ` 10 each.
{Refer Note 3 (iv b) (for arriving at potential equity shares maximum conversion price of ` 132/per share is considered)}
7,575,758
7,575,758
Total
340,738,268
340,738,268
Particulars
Profit after tax
Less: Dividend on 0.01% Convertible Non Cumulative Non Participatory Preference shares
(including dividend tax)
Profit for the year attributable to equity shareholders
Weighted average number of shares outstanding during the year
For basic EPS
For diluted EPS (refer note below)
Earnings per share
Basic
Diluted
Nominal value per share in Rupees
Note :
Weighted average number of shares outstanding during the year- for Diluted EPS:
66
43. Interest in joint ventures :
The Company has interests in the following jointly controlled entities:
Name of companies and country of
incorporation
Amount of interest based on accounts for the year ended 31 March, 2015
Contingent
Capital
Assets
Liabilities
Income
Expenditure
liabilities
commitments
58.71
58.71
1.70
(58.06)
(58.06)
(-)
(19.17)
(-)
(-)
8,094.99
8,094.99
9,094.03
8,803.62
@ 264.07
(11,082.65)
(11,082.65)
(7,261.16)
(7,198.55)
(430.00)
(56.50)
5,197.41
5,197.41
4,424.21
4,026.82
(2,250.66)
(2,250.66)
(121.91)
(221.53)
(-)
(-)
0.49
0.49
(-)
(-)
(-)
(-)
(-)
(-)
% holding
Share
Saipem Afcons Joint Venture , Oman (unaudited)
Strabag AG Afcons Joint Venture, India (audited)
Ircon Afcons Joint Venture, India (audited)
Afcons Sener LNG Construction Projects Pvt.
Ltd. (unaudited) (w.e.f. 13th January, 2015)
(` in Lacs)
st
50%
(50%)
40%
(40%)
47%
(47%)
49%
(-)
Note: Figures in brackets relate to the previous year
@ Exclude Labour & Vendor cases as amount is unascertained
44. Disclosures on Employee share based payments:
Employee Stock Option Plan.
On 22nd December, 2006, the Company has granted 721,150 Stock options to its eligible employees at a price of ` 17/- per option in terms
of Employees Stock Option Scheme 2006 of the Company as approved by the Share holders at the Extra Ordinary General meeting held on
22nd December, 2006.
a) The particulars of the Options distributed under ESOP 2006 are as follows:
Particulars
Eligibility
Vesting period for options granted during the year
Exercise Period
Method of Settlement
Exercise Price
No. of Options Granted
(b)
ESOP 2006
Employees and Directors of the Company and its subsidiaries and its holding Company.
Not less than One year and not more than Five years from the date of grant.
Three years beginning from date of vesting
Equity Shares
The Exercise price shall be equal to the fair market value of the shares as determined by
the independent valuer.
721,150
The particulars of number of options granted, exercised and lapsed and the Price of Stock Options for ESOP 2006 are as follows:
Particulars
Current year
As at 31st March 2014
Quantity
Quantity
1,785,000
1,785,000
Authorised to be Granted
Granted and Outstanding at the beginning of the year
-
-
Granted during the year
-
-
Forfeited during the year
-
-
Exercised during the year
-
-
Lapsed during the year
-
-
Granted and outstanding at the end of the year
Fair value of the ESOP on the date of Grant
-
-
` 9.41
` 9.41
c) The Company has followed the intrinsic value-based method of accounting for stock options granted based on Guidance Note on Accounting on
Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. The exercise price of the option granted is based
on the fair value of the Company’s share as on the date of the Grant. The Fair Value of the Share has been calculated by an independent valuer
by applying Rule 1D of the Wealth Tax Rules, 1957. As the exercise price of the option granted is based on the fair value as on the date of the
Grant, the intrinsic value of the option is NIL.
Fair value of Options calculated by external valuer using Black Scholes Model is lower than the exercise price and hence the options are
considered to be anti-dilutive in nature and the effect of this is ignored in calculating diluted earnings per share in accordance with Accounting
Standard 20 viz. Earnings Per Share issued by Charted Accountants of India.
d) The Method and significant assumptions used to estimate the Fair Value of the Options are as under:
The Fair value of Options has been calculated by an independent valuer. The valuation has been done using the Black-Scholes model based on
the assumptions given by the management, which are as under:
67
(i) Expected Life of the Options:
These stock options will vest in the following proportion from the date of grant and can be exercised during a period of four years from the
date of vesting.
Year 1 from the date of Grant - 20% of the Options Granted;
Year 4 from the date of Grant - 30% of the Options Granted
(ii) Risk free interest rate:
This rate has been assumed at 8%.
(iii) Share price:
Share price of ` 17/- is treated as fair value as on 22nd December, 2006 the date of grant.
(iv) Volatility:
Volatility is calculated based on historical volatility in the stock of similar comparable companies over the previous 4 years at 0.63.
(v) Expected dividend yield: Nil
45. The Board of Directors at its meeting dated 12th March, 2014 accorded its consent to the Company making donations to Bharatiya Janata Party.
Accordingly the Company has in terms of section 182 of the Companies Act, 2013 made a donation of ` 2.50 crores during April 2014 – May
2014.
46. During the previous year the Bombay High Court had vide its order dated 7th March, 2014 approved the Scheme of Amalgamation prepared
in terms of section 391-394 of the Companies Act, 1956 of Afcons Infrastructure International Limited (‘Transferor company’), a wholly owned
subsidiary of Afcons Infrastructure Limited, incorporated in Mauritius, with the Company (‘Transferee company’). The appointed date for the
scheme was 1st January 2014 and an effective date 21st March, 2014 (‘the effective date’) being the date on which all the requirements under the
Companies Act, 1956 had been completed. Pursuant to the said order the name of Afcons Infrastructure International Limited has been struck
off from the records of Corporate and Business Registration Department, Registrar of Companies Mauritius and Financial Service Commission,
Mauritius.
The amalgamation has been accounted under the pooling of interest method and the assets and liabilities transferred have been recorded
at their book values. Since entire stated capital of the transferor company was held by the transferee company, no shares of the transferee
company are allotted in lieu of the shares of the transferor company.
Details of Assets, Liabilities and Reserve taken over on Amalgamation.
Value of assets and liabilities acquired
` in Lacs
917.19
Investment
Current Assets:
Cash and Bank Balance
Other Current Assets
Current Liabilities:
Trade Payable
Less:
Credit Balance in P & L Account taken over
Carrying value of investment in the Transferor Company
Difference considered as goodwill / capital reserve
` in Lacs
10,382.79
7.82
(4.98)
11,290.31
12.51
11,302.82
11,302.82
-
47. Disclosure of movement in Provision for Contingencies
Particular
As at
31st March, 2015
As at
31st March, 2014
` in Lacs
` in Lacs
342.78
312.78
Opening Provision
(342.78)
(Less) / Add: For the year
-
Closing Provision
30.00
342.78
Provision for contingencies pertains to expenses of jobs completed in earlier year which are under dispute.
48. a) The Company has been legally advised that interest free advances aggregating to ` 33,359.55 Lacs made towards financing the
unincorporated joint ventures do not come under the purview of Section 186 of Companies Act, 2013 as the Company is in the business of
constructing and developing infrastructure facilities.
b) In view of non-applicability of section 186 of the Companies Act, 2013, the details of particulars required to be made thereunder in the
financial statements are not applicable.
68
49. Corporate Social Responsibility:
(` in Lacs)
Gross amount required to be spent by the company during the year
` Nil
Amount spent during the year:
CSR activities
In Cash
Disaster relief
Promoting education
Total
Yet to be paid in Cash
Total
19.50
-
19.50
9.24
-
9.24
28.74
-
28.74
50. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company revised the
estimated useful life of some of its assets to align the useful life with those specified in Schedule II. The details of previously applied rates / useful
life are as follows:
Asset
Buildings
Plant and Equipment
Earthmoving Equipment
General Machinery
Furniture and Fixtures
Vehicles
Office Equipment
Computers
Network and Server
Floating equipment
Laboratory equipment
Software
Previous depreciation rate /useful life
3.34% / ~ 30 years
4.75% / ~ 20 years
11.31% / ~ 8 years
4.75% / ~ 20 years
6.33% / ~ 16 years
9.50% / ~ 11 years
4.75% / ~ 20 years
16.21% / ~ 6 years
16.21% / ~ 6 years
7.00% / ~ 14 years
4.75% / ~ 20 years
20.00% / ~ 5 years
Revised useful life based on SLM
60 years
20 years
9 years
12 years
10 years
10 years
5 years
3 years
6 years
14 years
20 years
5 years
In case of Tunnel Boring Machine, there is no change in the method of Depreciation from previous year.
Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value
of assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and has adjusted an
amount of ` 338.97 Lacs (net of deferred tax of ` 179.40 Lacs) against the opening Surplus balance in the Statement of Profit and Loss under
Reserves and Surplus.
The depreciation expense in the Statement of Profit and Loss for the year is higher by ` 643.57 Lacs consequent to the change in the useful life
of the assets.
51. a) During the year, the Company has recognised net income from operations on account of arbitration award amounting to ` 3,755.93 Lacs
(including interest of ` 2,626.88 Lacs) pertaining to awards granted till the date of approval of these financial statements and where it is
reasonable to expect ultimate collection of such awards. Earlier such awards were accounted in the year of receipt of award.
b)
In case of awards where management expects favourable outcome, interest of ` 2,504.60 Lacs has been accounted during the year, from
the date of award, based on negotiated settlement pattern.
c) The company has revised contract revenue in respect of variations where arbitration awards are received, resulting in increase in revenue
of ` 3,333.00 Lacs.
52. During the year, all the projects being executed in Liberia were temporarily suspended by Arcelor Mittal (Client) due to Ebola outbreak. A written
suspension notice was issued in February 2015.
53. The Company is in the process of appointing a woman director on its Board as required under section 149 (1) of Companies Act 2013 read with
Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014.
54. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
S.P.MISTRY
Chairman
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
69
280,012
316,824
2014-15
114,106
2010-11
2013-14
151,028
2009-10
194,920
208,867
2008-09
2012-13
174,944
2007-08
164,760
107,411
2006-07
2011-12
68,629
TOTAL
INCOME
2005-06
YEAR
70
12,467
14,596
6,747
3,789
3,243
3,221
2,962
2,400
1,808
1,491
DEPRECIATION
10,129
10,289
5,700
11,148
8,885
5,598
7,508
6,647
2,516
1,490
PROFIT
/ (LOSS)
BEFORE
TAXES
REVENUE ACCOUNTS
FINANCIAL HIGHLIGHTS
917
2,232
3,591
1,058
2,561
3,016
1,962
2,573
2,245
1,061
TAX
7,897
6,698
4,642
8,587
5,869
3,636
4,935
4,402
1,455
573
PROFIT
/ (LOSS)
AFTER
TAX
52,197
52,197
42,197
42,197
42,184
42,170
42,140
42,152
17,153
17,153
SHARE
CAPITAL
58,412
52,155
35,855
32,890
24,297
18,424
14,772
9,841
6,065
4,610
RESERVES
(Excluding
Revaluation
Reserve)
141,194
133,718
120,187
83,741
68,039
53,876
69,051
51,644
57,144
34,838
BORROWINGS
148,439
137,549
123,169
80,518
64,740
59,238
58,925
48,512
36,785
26,490
GROSS
BLOCK
CAPITAL ACCOUNTS
58,537
45,835
31,831
25,864
22,951
22,116
20,789
18,445
16,661
14,811
CUMULATIVE
DEPRE
CIATION
89,903
91,715
91,337
54,654
41,789
37,122
38,136
30,067
20,124
11,679
NET
BLOCK
10.96
9.30
6.44
11.94
8.18
5.08
6.91
6.16
2.15
1.85
-
-
-
-
-
-
-
1.50
2.00
2.00
EARNINGS DIVIDEND
PER
PER
EQUITY
EQUITY
SHARE OF SHARE OF
RS 10
RS 10
EARNINGS & PAYOUT
(` in lacs)
Consolidated financial statement of afcons infrastructure limited and
AFCONS
INFRASTRUCTURE
its subsidiaries,
associates and LIMITED
joint ventures (afcons group)
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS of AFCONS INFRASTRUCTURE LIMITED
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of AFCONS INFRASTRUCTURE LIMITED (hereinafter referred to as “the
Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”) its associates and joint
ventures, comprising of the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss, the Consolidated
Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as “the consolidated financial statements”).
Management’s Responsibility for the Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements
of the Companies Act, 2013 (“hereinafter referred to as “the Act”) that give a true and fair view of the consolidaetd financial position, consolidated
financial performance and consolidated cash flows of the Group including its associates and joint ventures in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies
(Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are
responsible for maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the group and
for preventing and detecting frauds and other irregularities; the selection and application of the appropriate accounting policies; making judgements
and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken
into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under
the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The
procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding
Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls
system over financial reporting in place and that the operating effectiveness of such controls. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as
evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the
Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified audit opinion on the consolidated financial statements.
Basis for Qualified Opinion
The consolidated financial statements include the unaudited financial statements of five subsidiaries and two joint ventures (Previous year ended
31st March, 2014: seven subsidiaries and one joint venture), whose financial statements reflect total assets (net) of ` 38,032.22 lacs as at 31st March,
2015 (As at 31st March, 2014: ` 26,093.49 lacs), total revenue of ` 20,172.90 lacs (Previous year ended 31st March 2014: ` 7,428.97 lacs) and net
cash flows amounting to ` 10,093.30 lacs (Previous year ended 31st March 2014: ` 1,336.05 lacs ) for the period ended on that date, as considered
in the consolidated financial statements. Our opinion, in so far as it relates to the amounts included in respect of these subsidiaries and joint venture,
is based solely on such unaudited financial statements.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the
Basis of Qualified Opinion paragraph above, the aforesaid consolidated financial statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of
the Group its associates and joint ventures as at 31st March, 2015, and their consolidated profit and their consolidated cash flows for the year ended
on that date.
Emphasis of Matter
We draw attention to Note 45(a) of the consolidated financial statements regarding legal opinion received by the Holding Company that interest free
advances aggregating to ` 33,359.55 lacs made by the Holding company towards financing the unincorporated joint ventures do not attract Section
186 of the Companies Act, 2013 for the reasons stated therein.
Our opinion is not qualified in respect of this matter.
Other Matter
We did not audit the financial statements of eight subsidiaries and two joint ventures, whose financial statements reflect total assets (net) of
` 18,026.60 lacs as at 31st March, 2015, total revenues of ` 15,469.80 lacs and net cash flows amounting to ` (1,712.85 lacs) for the year ended
on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of net
profit of ` 0.008 lacs for the year ended 31st March, 2015, as considered in the consolidated financial statements, in respect of one associate, whose
financial statements have not been audited by us. These financial statements have been audited by either of us in our individual capacity or by other
auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statement in so far as it relates
to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associate, and our report in terms of sub-sections (3)
and (11) of section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associate, is based solely on the reports of
the other auditors.
Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect
of the above matters with respect to our reliance on the work done and the reports of the other auditors.
71
AFCONS
INFRASTRUCTURE
its subsidiaries,
Report on Other Legal and Regulatory Requirements
1.
As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section
(11) of Section 143 of the Act, based on the comments in the auditors’ reports of the Holding company, subsidiary companies and associate
company we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2.
As required by section 143 (3) of the Act, we report to extent applicable that:
a.
We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose
of our audit of the consolidated financial statement;
b.
In our opinion, except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, proper books of account as
required by law relating to the preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors;
c.
The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement dealt with by this
Report are in agreement with the relevant books of account maintained for the purpose of preparation of consolidated financial statement;
d.
In our opinion, the aforesaid consolidated financial statement comply with the Accounting Standards specified under section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014;
e.
On the basis of written representations received from the directors of the Holding Company as on March 31, 2015, and taken on record by
the Board of Directors of the Holding Company and the report of the Statutory Auditors of its subsidiary companies and associate companies
incorporated in India, none of the directors of the Holding Company, its subsidiary company and associate is disqualified as on March 31, 2015,
from being appointed as a director in terms of section 164(2) of the Act.
f.
The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion
paragraph above.
g.
With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according to the explanations given to us:
i.
The Consolidated Financial Statement disclose the impact of pending litigations on the consolidated financial position of the Group – Refer
Note 28 to the financial statements;
ii.
Provision has been made in the consolidated financial statements as required under the applicable law or accounting standards for material
foreseeable losses, if any, on the long-term contracts including derivative contracts- Refer Note 12 (b) (ii) to the financial statements;
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Holding
Company, its subsidiary companies and associate company.
R. Salivati
Partner
Membership No.34004
J. C. Bhatt
Partner
Membership No.10977
MUMBAI,
MUMBAI,
72
AFCONS
INFRASTRUCTURE
its subsidiaries,
ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Our reporting on the Order includes two subsidiary companies, and one associate company incorporated in India, to which the Order is applicable,
and which have been audited by one of the joint auditors of the Company, and our report in respect of these entities is based solely on the reports
of one of the joint auditors, to the extent considered applicable for reporting under the Order in the case of the consolidated financial statements.
In respect of one joint venture company incorporated in India, which have been included in the consolidated financial statements based on unaudited
financial statements of such entities provided to us by the management and hence no report under Companies (Auditor’s Report) Order, 2015 is
available and accordingly the possible effects of the same on our reporting under the Order in the case of these consolidated financial statements
has not been considered.
(i)
In respect of the fixed assets of the Holding Company, subsidiary companies and associate company incorporated in India:
(a) The respective entities have maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the Management of the respective entities in accordance with a regular
programme of verification which, in our opinion, opinion of one of the joint auditors and the opinion of the other auditors, provides for
physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us and one of the
joint auditors, no material discrepancies were noticed on such verification.
(ii) In respect of the inventories of the Holding Company, subsidiary companies and associate company incorporated in India:
(a) As explained to us and one of the joint auditors, the inventories were physically verified during the year by the Management of the
respective entities at reasonable intervals.
(b) In our opinion and the opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint
auditors, the procedures of physical verification of inventories followed by the Management of the respective entities were reasonable and
adequate in relation to the size of the respective entities and the nature of their business.
(c) In our opinion and opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint
auditors, the respective entities have maintained proper records of their inventories and no material discrepancies were noticed on physical
verification.
(iii) The Holding Company, subsidiary companies and associate company incorporated in India have not granted any loans, secured or unsecured,
to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 by the respective entities.
(iv) In our opinion and the opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint
auditors, having regard to the explanations that some of the items purchased are of special nature and suitable alternate sources are not readily
available for obtaining comparable quotations, there is an adequate internal control system in the Holding Company, subsidiary companies and
associate company in India, commensurate with the size of the respective entities and the nature of their business for the purchase of inventory
and fixed assets and for the sale of goods and services and during the course of our and one of the joint auditors’ audit no continuing failure to
correct major weaknesses in such internal control system has been observed.
(v) According to the information and explanations given to us and one of the joint auditors the Holding Company, subsidiary companies and
associate company incorporated in India have not accepted any deposit from the public during the year in terms of the provisions of Sections 73
and 76 or any other relevant provisions of the Act. Attention is invited to note no. 31 regarding the reliance placed on the legal opinion obtained
by management in the matter of non-applicability of Section 73 of the Companies Act 2013 and Companies (Acceptance of Deposit) Rules, 2014,
to Unsecured Unlisted Redeemable Non-Convertible Debentures issued by the Holding Company to banks on a private placement basis and its
subsequent transfer to Mutual Funds by the Banks.
In respect of unclaimed deposits, the Holding Company, subsidiary companies and associate company has complied with the provisions of
Section 73 to Section 76 or any other relevant provisions of the Companies Act. According to the information and explanations given to us and
one of the joint auditors, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of
India or any Court or any other Tribunal.
(vi) According to the information and explanations given to us and one of the joint auditors, in our opinion and opinion of one of the joint auditors, the
Holding Company, subsidiary companies, and associate company incorporated in India have, prima facie, maintained the prescribed cost records
pursuant to the Companies (Cost Records and Audit)Rules, 2014, as amended, prescribed by the Central Government under subsection(1) of
Section 148 of the Companies Act, 2013. Neither we, nor one of the joint auditors, however, made a detailed examination of the cost records
with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us and one of the joint auditors, in respect of statutory dues of the Holding Company,
subsidiary companies and associate company incorporated in India:
(a) The respective entities have generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State
Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory
dues applicable to the respective entities with the appropriate authorities.
(b) There were no undisputed amounts payable by the respective entities in respect of Provident Fund, Employees’ State Insurance, Incometax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrears
as at March 31, 2015 for a period of more than six months from the date they became payable.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax and Cess which have not been
deposited as on March 31, 2015 on account of disputes by the aforesaid entities are given below:
73
AFCONS
INFRASTRUCTURE
its subsidiaries,
Statute
Nature of
Dues
Forum where Dispute is
pending
Sales Tax Act 1957
Sales Tax
Sales Tax appellate
Tribunal, Hyderabad
Sales Tax Act 1957
Sales Tax
Delhi Value Added Tax
Act, 2004
Karnataka Sales Tax Act,
1957
Sales Tax Act 1958
Sales Tax Act 1958
Sales Tax
Sales Tax
Appellate Dy.
Commissioner of
Commercial taxes,
Hyderabad
Addl. Commissioner
(Appeals)
Joint Commissioner,
Mangalore
Dy. Commissioner
Sales Tax
Addl. Commissioner
1947
1947
1947
1947
Tamilnadu General Sales
Tax Act, 1959
Sales Tax
Appellate Tribunal of Sales
Tax, Cuttack
Addn. Commissioner of
Sales Tax, Cuttack
High Court, Orissa
Act, 1954
Act, 1954
Sales Tax
Chapter V, Finance
Act,1994
Chapter V, Finance
Act,1994
Chapter V, Finance
Act,1994
Chapter V, Finance
Act,1994
Chapter V, Finance
Act,1994
Amount
(` in lacs)
Amount Paid /
Adjusted
(` In lacs)
Net Balance
(` in lacs)
16.39
-
16.39
0.75
0.56
0.19
2007-08,
2008-09
2008-09
39.51
10.81
28.69
120.03
61.73
58.29
1985-86
15.09
5.18
9.91
1987-88,
1988-89,
1989-90
1998-99
15.48
2.00
13.48
206.74
183.96
22.78
1998-99
194.75
151.63
43.12
1999-00
184.07
153.44
30.63
2004-05
43.82
28.45
15.37
1992-93,
1994-95,
1995-96,
1996-97
1987-88,
1988-89
1994-95
13.47
12.47
1.00
11.24
5.32
5.92
19.57
8.54
11.03
2011-12
7.24
2.77
4.47
2007-08,
2008-09
294.93
161.07
133.87
2007-08
2.86
-
2.86
2006-07,
2007-08
2007-08,
2008-09,
2009-10,
2010-11
2006-07,
2007-08,
2008-09
2009-10
207.71
-
207.71
5,740.39
-
5,740.39
18.72
-
18.72
51.76
-
51.76
2008-10
229.61
-
229.61
Service Tax CESTAT
2008-09
122.56
-
122.56
Service Tax CESTAT
2008-09
101.31
-
101.31
Service Tax CESTAT
2010-14
5,083.91
-
5,083.91
Sales Tax
Sales Tax
Sales Tax
Sales Tax
Sales Tax
Addn. Commissioner of
Sales Tax, Bhubaneshwar
Dy. Commissioner Of
Commercial Taxes,
Chennai
West Bengal Commercial
Tax Tribunal, Kolkata
Sales Tax Dy. Commissioner of
Commercial Taxes,
Durgapur
Sales Tax Addl. Commissioner of
Act, 1954
Sales Tax
Karnataka Tax on Entry of Entry Tax Joint Commissioner
Goods Act, 1979
Commercial Taxes
Appeals, Mangalore
Chapter V, Finance
Service Tax Commissioner of Central
Act,1994
Excise & Service Tax
(Appeals-IV), Mumbai
Chapter V, Finance
Service Tax CESTAT, West Zonal
Act,1994
Branch, Mumbai
Chapter V, Finance
Service Tax High Court, Mumbai
Act,1994
Chapter V, Finance
Act,1994
Period to
which the
amount
relates
1995-96,
1996-97,
1997-98
1997-98
Service Tax CESTAT
(d) The aforesaid entities have been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.
74
AFCONS
INFRASTRUCTURE
its subsidiaries,
(viii) The Group does not have consolidated accumulated losses at the end of the financial year and the Group has not incurred cash losses on a
consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.
(ix) In our opinion and opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint auditors,
the Holding Company, subsidiary companies and associate company incorporated in India have not defaulted in the repayment of dues to banks,
financial institutions and debenture holders.
(x) In our opinion and opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint
auditors, the terms and conditions of the guarantees given; wherever, by the Holding company, subsidiary companies and associate company
incorporated in India for loans taken by others outside of the Group from banks and financial institutions are not, prima facie, prejudicial to the
interests of the Group.
(xi) In our opinion and opinion of one of the joint auditors and according to the information and explanations given to us and one of the joint auditors,
the term loans have been applied by the Holding Company, subsidiary companies and associate company incorporated in India during the year
for the purposes for which they were obtained, other than temporary deployment pending application.
(xii) To the best of our knowledge and according to the information and explanations given to us and one of the joint auditors, no fraud by the Holding
Company, its subsidiary companies and associate company incorporated in India and no material fraud on the Holding Company, its subsidiary
companies and associate company incorporated in India has been noticed or reported during the year.
R. Salivati
Partner
Membership No.34004
J. C. Bhatt
Partner
Membership No.10977
MUMBAI,
MUMBAI,
75
AFCONS
INFRASTRUCTURE
its subsidiaries,
Consolidated Balance Sheet as at 31st March, 2015
As at
31st March, 2015
` in Lacs
As at
31st March, 2014
` in Lacs
3
4
52,197.02
64,756.42
116,953.44
(130.76)
52,197.02
60,810.03
113,007.05
(106.29)
3 Non-current liabilities
(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions
5
6
7
8
62,442.25
12,434.52
43,918.73
866.97
119,662.47
55,298.13
11,575.66
22,730.81
864.55
90,469.15
4 Current liabilities
(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions
9
10
11
12
86,780.61
110,110.27
96,238.00
2,272.00
295,400.88
531,886.03
78,229.97
98,961.75
43,731.49
2,171.77
223,094.98
426,464.89
13.A
13.B
13.C
97,823.87
202.29
17,448.36
115,474.52
437.44
8,612.71
24,059.80
53,486.20
202,070.67
99,168.54
337.03
10,460.09
109,965.66
13.90
8,612.71
19,036.21
29,933.09
167,561.57
238,619.62
42,533.80
15,150.39
17,758.89
15,752.66
329,815.36
531,886.03
184,223.80
43,042.30
6,787.56
11,168.04
13,681.62
258,903.32
426,464.89
Note
No.
Particulars
A
EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital
(b) Reserves and surplus
2 Minority Interest (net)
TOTAL
B
ASSETS
1 Non-current assets
(a) Fixed assets
(i)
Tangible assets
(ii) Intangible assets
(iii)
Capital work-in-progress
(b) (c) (d) (e) Goodwill on Consolidation
Non-current investments
Long-term loans and advances
Other non-current assets
14
15
16
2 Current assets
(a) Inventories
(b) Trade receivables
(c) Cash and bank balances
(d) Short-term loans and advances
(e) Other current assets
17
18
19
20
21
TOTAL
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
76
AFCONS
INFRASTRUCTURE
its subsidiaries,
Consolidated Statement of Profit and Loss for the year ended 31st March, 2015
Note
No.
Particulars
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
1
Revenue from operations
22
393,049.59
359,349.61
2
Other income
23
13,974.20
8,091.00
3
Total revenue (1 + 2)
407,023.79
367,440.61
266,415.23
246,905.75
4
Expenses
(a) Cost of construction
24
(b) Employee benefits expense
25
52,912.02
45,835.70
(c) Finance costs
26
21,308.84
17,661.86
(d) Depreciation and amortisation expense
(e) Other expenses
13.D
13,880.21
15,689.88
27
44,625.71
31,860.75
399,142.01
357,953.94
7,881.78
9,486.67
2,974.33
3,695.92
(2,054.30)
(1,563.00)
1,038.24
2,336.12
Total expenses
5
Profit before tax ( 3 - 4 )
6
Tax expense:
(a) Tax expense for current year
(b) MAT credit
(c) Deferred tax
(d) Tax expense relating to prior year (net)
605.26
100.14
2,563.53
4,569.18
5,318.25
4,917.49
(28.01)
(221.41)
5,290.24
4,696.08
(a) Basic
7.34
6.52
(b) Diluted
1.55
1.38
7
Profit after tax and before Minority interest ( 5 - 6 )
8
Minority Interest
9
Profit for the year (7 + 8)
10
37
Earnings per share (face value of ` 10/- each):
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
77
AFCONS
INFRASTRUCTURE
its subsidiaries,
Consolidated Cash Flow Statement for the year ended 31st March, 2015
Particulars
For the year ended
31st March, 2015
` in Lacs
For the year ended
31st March, 2014
` in Lacs
7,881.78
9,486.67
13,880.21
77.57
(300.00)
(8,528.27)
19,204.19
2.81
(1,094.48)
52.59
31,176.40
(54,395.82)
508.50
(25,173.38)
75,320.23
27,435.93
(5,979.45)
21,456.48
15,689.88
134.43
(0.01)
(4,658.07)
15,711.76
1,413.57
(366.49)
(78.01)
(681.57)
444.41
37,096.57
(52,537.59)
(4,476.50)
5,643.29
11,153.22
(3,121.01)
(6,645.13)
(9,766.14)
(20,854.07)
50.22
(423.54)
300.00
793.08
1,860.13
(18,274.18)
(10,140.61)
142.14
(8,572.61)
0.01
1,934.88
2,555.51
(14,080.68)
35,507.37
(17,778.69)
8,550.64
(19,222.06)
(1,079.55)
(4.10)
5,973.61
9,155.91
5,087.19
14,243.10
10,000.00
18,708.17
(13,093.81)
20,018.04
(15,820.08)
(1,684.06)
(4.07)
18,124.19
(5,722.63)
10,809.82
5,087.19
Cash flow from operating activities
Profit before tax
Adjustments for :
Depreciation
Loss on sale of fixed assets (net)
Dividend income
Interest income
Interest expense
Bad/irrecoverable Debtors /Unbilled Revenue /Advances/ Duty Scrip w/off
Provision for doubtful debtors no longer required written back
Provision for doubtful advances no longer required written back
Creditors / Excess Provision for expenses of earlier years written back
Provision for Projected Losses on contract (net)
Operating profit before working capital changes
(Increase) in Inventories
(Increase) / Decrease in Trade receivables
(increase) / Decrease in Loans and Advances and Other Assets
Increase in Trade, Other payables and Provisions
Cash from Operations
Direct taxes - (paid) (including interest)
Net Cash flow from / (used in) operating activities
Cash flow from investing activities
Purchase of fixed assets
Proceeds from sale of fixed assets
Purchase of Investments
Consideration paid on acquisition of a subsidiary
Dividend received
Investment in Other bank balance redeemed
Interest received
Net Cash flow (used in) investing activities
Cash flow from financing activities
Proceeds from issue of Preference share
Proceeds from long-term borrowings
Repayment of long-term borrowings
(Repayment) / Proceeds from short term borrowings - net
Interest paid
Dividend paid on Equity Shares (including tax for previous year) (Interim)
Dividend paid on Preference Shares (including tax)
Net Cash flow from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Notes
1.
The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard (AS-3) “Cash Flow Statements”
notified under the Companies (Accounting Standards) Rules, 2006
2. Cash and Cash equivalents includes unrealised Profit / (Loss) of ` 10.77 Lacs (Previous year ` 185.61 lacs) on account of translation of foreign
currency bank balances of translation of foreign currency bank balances.
3. Figures relating to previous year have been recast where necessary to conform to figures of the current year.
S.P.MISTRY
Chairman
R. SALIVATI
Partner
J.C.BHATT
Partner
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
78
AFCONS
INFRASTRUCTURE
its subsidiaries,
Notes forming part of the consolidated financial statements for the year ended 31st March, 2015
Note
Particulars
1
Significant accounting policies
1.1
Principles of Consolidation:
The Consolidated Financial Statements relate to Afcons Infrastructure Limited (the “Holding Company”), its subsidiaries and jointly
controlled entities (the Holding Company, its subsidiaries and jointly controlled entities constitute the “Group”) which have been prepared
in accordance with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies
(Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act") / Companies Act, 1956 ("the 1956 Act"),
as applicable. The consolidated financial statements have been prepared on the following basis :
1.1.1
The financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together the book values
of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions resulting
in unrealised profits or losses in accordance with Accounting Standard (AS- 21) “Consolidated Financial Statements” notified under the
Companies (Accounting Standards) Rules, 2006.
1.1.2
The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries
is recognized in the financial statements as Goodwill or Capital Reserve as the case may be.
1.1.3
The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount of its assets less liabilities as of
the date of disposal is recognized in the consolidated statement of Profit and Loss as the profit or loss on sale of investment in subsidiary.
1.1.4
Minority Interest’s share of net profit of consolidated subsidiaries for the year is identified and adjusted against the income of the group in
order to arrive at the net income attributable to shareholders of the Company.
1.1.5
Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet separate
from liabilities and the equity of the Company’s shareholders.
1.1.6
In case of associates, where the Company directly or indirectly through subsidiaries holds more than 20% of equity or exercises significant
influence over the investee, investments are accounted for using equity method in accordance with Accounting Standard (AS-23)
“Accounting for Investments in Associates in consolidated financial statements” notified under the Companies (Accounting Standards)
Rules, 2006.
1.1.7
The difference between the cost of investment in the associate and the share of net assets at the time of acquisition of shares in the
associate is recognised in the financial statements as Goodwill or Capital Reserve as the case may be.
1.1.8
The Company’s interest in Jointly Controlled Entities are consolidated on a proportionate consolidation basis by adding together the
proportionate book values of assets, liabilities, income and expenses and eliminating the unrealised profits/losses on intra-group
transactions.
1.1.9
As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions and other
events in similar circumstances and appropriate adjustments are made to the financial statements of subsidiaries when they are used in
preparing the consolidated financial statements that are presented in the same manner as the Company’s separate financial statements.
1.1.10
The accounts of the Indian subsidiaries have been prepared in compliance with the Accounting Standards referred to in Section 133 of
the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act,
2013 ("the 2013 Act") / Companies Act, 1956 ("the 1956 Act"), as applicable and those of the foreign subsidiaries have been prepared
in compliance with the local laws and applicable Accounting Standards. In the opinion of the Management, based on the analysis of the
significant transactions of those subsidiaries, no material adjustments are required to be made to comply with group accounting policies /
Indian GAAP.
1.2
As required by Accounting Standard (AS-23) “Accounting for Investments in Associates on consolidated financial statements” notified under
the Companies (Accounting Standards) Rules, 2006, the carrying amounts of investments in Associates is adjusted for post acquisition
change in the Company’s share in the net assets of the associates after eliminating unrealised profits or losses, if any.
1.3
The list of the subsidiaries of the Company which are included in the consolidation and the Group’s holding therein are as under:
Name of Subsidiary
Country of
Incorporation
Percentage
Holding-Share
Hazarat and Company Private Limited.
India
100%
Afcons Corrosion Protection Pvt. Ltd (Formerly SSS Electricals (India) Private Limited).
India
100%
Afcons Offshore and Marine Services Pvt. Limited.
India
100%
Kuwait
49%
Afcons Construction Mideast LLC*
U.A.E
49%
Afcons Overseas Construction LLC*
Qatar
49%
U.A.E.
100%
Mauritius
100%
India
95%
India
80%
Transtonnelstroy Afcons Joint Venture
India
99%
Dahej Standby Jetty Project Undertaking
India
100%
Singapore
100%
Kazakhstan
100%
Afcons Infrastructures Kuwait for Building, Road and Marine Contracting WLL*
Afcons Gulf International Projects Services FZE #
Afcons Mauritius Infrastructure Limited (AMIL) (w.e.f.29.07.2013)
Afcons Overseas Singapore Pte Ltd. (w.e.f. 27th March, 2014)
Afcons Infra Projects Kazakhstan, LLP (w.e.f. 11th July, 2014) %
* It is accounted based on control exercised by the Company on the composition of Board of Directors.
# Subsidiary of AIIL till 15th August, 2013; subsidiary of AMIL w.e.f.16th August, 2013.
% Subsidiary of Afcons Overseas Singapore Pte Ltd.
79
AFCONS
INFRASTRUCTURE
its subsidiaries,
Note
Particulars
1.4
The associate of the Group which is included in the consolidation and the Group’s holdings therein is as under:
Name of the Associate
Country of
Incorporation
Percentage
Holding-Share
India
Less than 1%
Afcons (Mideast) Constructions and Investments Private Limited *
*It is accounted based on significant influence by the Company on the composition of Board of Directors.
1.5
The list of the joint ventures of the group that are included in the consolidation and the Group’s holding therein are as under:
Name of the Joint Ventures
Percentage
Holding – Share
Strabag AG Afcons Joint Venture, India
40%
Saipem Afcons Joint Venture, Oman
50%
Ircon Afcons Joint Venture, India (w.e.f. 29.11.2013)
47%
Afcons Sener LNG Construction Projects Pvt.Ltd.,India (w.e.f.13.01.2015)
49%
2
Basis of Accounting
2.1
The Accounts are prepared on accrual basis under the historical cost convention and to comply in all material aspects with the Generally
Accepted Accounting Principles (GAAP) in India to comply with the Accounting Standards specified under Section 133 of the Companies
Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013
Act") / Companies Act, 1956 ("the 1956 Act"), as applicable.
2.2
Use of Estimates
The preparation of financial statements in conformity with Indian GAAP requires that the management of the company makes estimates
and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities
and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and assumptions used in the
accompanying financial statements are based upon Management's evaluation of the relevant facts and circumstances as on the date
of financial statements. All information on key policies and the basis of the estimates and the major sources of uncertainties have been
disclosed along with the respective note. Examples of such estimates include the useful lives of fixed assets, provision for doubtful debts
/ advances, future obligations in respect of retirement benefit plans, classification of current/non current, assets/liabilities etc. Difference
between actual results and estimates are recognised in the period in which the results are known / materialise.
2.3
Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating,
investing and financing activities of the Company are segregated based on the available information.
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term (with an original maturity of three months
or less from the date of acquisition) highly liquid investments that are readily convertible into known amounts of cash and which are subject
to insignificant risk of changes in value.
2.4
Tangible Fixed Assets
Tangible Fixed assets are stated at cost of acquisition/construction; inclusive of inward freight, duties, taxes, installation expenses and any
expenses directly attributable to the assets to bring them to site and in working condition for its intended use; or book value and include
amounts added on revaluation less accumulated depreciation (refer note 13(D)) and impairment loss, if any. The Company has adopted
the provisions of para 46 / 46A of AS 11 The Effects of Changes in Foreign Exchange Rates, accordingly, exchange differences arising on
restatement / settlement of long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the cost
of the respective assets and depreciated over the remaining useful life of such assets.
Leasehold improvements have been capitalized and are written off over the primary lease term not exceeding five years.
2.5
Intangible Fixed Assets
2.6
Depreciation
Intangible assets are recognized as per the criteria specified in Accounting Standard (AS) 26 – “Intangible Assets”.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation
on tangible fixed assets has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies
Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based
on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past
history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.:
Plant & Equipment (except Tunnel Boring Machines) which includes Cranes < 100 mt., Concreting, Crushing, Piling, Road Making,
Laboratory & Welding Equipments - 20 Years.
Tunnel Boring Machines - Length of the tunnel bored over life of the construction project for where it is used.
Capital Spares - 4 years
Leasehold land is amortised over the duration of the lease.
Intangible assets are amortised over their estimated useful life on straight line method as follows:
Computer Software - 5 years
The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the
amortisation period is revised to reflect the changed pattern, if any.
80
AFCONS
INFRASTRUCTURE
its subsidiaries,
Note
Particulars
2.7
Impairment
The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment
exists. The following intangible assets are tested for impairment each financial year even if there is no indication that the asset is impaired:
(a) an intangible asset that is not yet available for use; and (b) an intangible asset that is amortised over a period exceeding ten years
from the date when the asset is available for use.
2.8
If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount.
The impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the asset is carried at revalued amount,
in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is
available for that asset.
The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future
cash flows to their present value based on an appropriate discount factor.
When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no
longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent
the amount was previously charged to the Statement of Profit and Loss. In case of revalued assets such reversal is not recognised.
Investments
Current investments are carried at lower of cost and fair value. Long-term investments are carried at cost. However, when there is a decline,
other than temporary in the value of the long term investment, the carrying amount is reduced to recognize the decline.
Investment in shares of the subsidiaries registered outside India, are stated at cost by converting at the rate of exchange prevalent at the
time of acquisition thereof.
2.9
Inventories
a) Construction materials, stores and spare parts are valued at lower of cost and net realizable value. Cost is determined on the basis of
weighted average method. Cost of shuttering materials (included in construction materials), issued to jobs, is charged off equally over
a period of four years.
b) Work done remaining to be certified / billed is treated as Construction Work in Progress in the accounts. The same is valued at the
realizable value.
2.10
Retention monies
Amounts retained by the clients until satisfactory completion of the contract(s) are recognised in the financial statements as receivables.
Where such retention monies have been released by the clients against submission of bank guarantees, the amounts so released are
adjusted against receivables from these clients.
2.11
Foreign currency transactions
(i)
Company: Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company
are recognised as income or expense in the Statement of Profit and Loss.
(ii) Integral foreign operations: Exchange differences arising on settlement / restatement of foreign currency monetary assets and
liabilities of the Company’s integral foreign operations are recognised as income or expense in the Statement of Profit and Loss.
(iii) Net investment in non-integral foreign operations: The exchange differences on restatement of long-term receivables / payables
from / to non-integral foreign operations that are considered as net investment in such operations are accumulated in a "Foreign
currency translation reserve" until disposal / recovery of the net investment, in which case the accumulated balance in "Foreign
currency translation reserve" is recognised as income / expense in the same period in which the gain or loss on disposal / recovery is
recognised.
(iv) Exchange difference on long-term foreign currency monetary items: The exchange differences arising on settlement / restatement
of long-term foreign currency monetary items (net of mark to market gain/loss on related forward contracts /options) are capitalised
as part of the depreciable fixed assets to which the monetary item relates and depreciated over the remaining useful life of such
assets. If such monetary items do not relate to acquisition of depreciable fixed assets, the exchange difference is amortised over the
maturity period / upto the date of settlement of such monetary items, whichever is earlier, and charged to the Statement of Profit and
Loss except in case of exchange differences arising on net investment in non-integral foreign operations, where such amortisation is
taken to "Foreign currency translation reserve" until disposal / recovery of the net investment. The unamortised exchange difference
is carried in the Balance Sheet as “Foreign currency monetary item translation difference account” net of the tax effect thereon, where
applicable.
2.12
Revenue recognition on contracts
a) Contract revenue and expenses are recognized, when outcome can be estimated reliably, on the basis of percentage completion
method. Percentage of completion is determined based on the nature of contracts, either in proportion of contract costs incurred upto
the reporting date to the estimated total cost or on the basis of physical proportion of the contract work completed.
b) Contract revenue in case of ‘Cost Plus’ contracts is determined by adding the aggregate cost plus proportionate margin as agreed with
the customer.
c) Variations (in contracts) and amounts in respect thereof are recognized only when it is probable that the customer(s) will approve them
and amounts can be measured reliably.
d) Claims and amounts in respect thereof are recognized only when negotiations have advanced to a stage where it is probable that
the customer(s) will accept them and amounts can be reliably measured. In the case of Arbitration Awards (the “Awards”) which are
granted in favor of the Company, the award amount (including interest thereon), are accounted when they are granted and where it is
reasonable to expect ultimate collection of such awards.
e) Revenue is recognised only when no significant uncertainties exist regarding its measurement and collectability.
81
AFCONS
INFRASTRUCTURE
its subsidiaries,
Note
Particulars
2.13
Export Benefits
Export benefits in the form of duty credit entitlement licenses granted by the Government of India under the “Served from India” scheme,
on the basis of export realizations made, are recognised on the basis and to the extent of actual utilisation and management’s estimate of
their likely utilisation.
2.14
Government grants /subsidies
Benefit under Deemed Export scheme are recognised when there is a reasonable assurance that the Benefit will be received and all
attaching conditions will be complied with.
2.15
Provision for Estimated Losses
Estimated losses, if any, in respect of contracts in progress are provided for based upon current estimates of cost to completion.
2.16
Employee benefits
i) Gratuity
Company’s liability towards gratuity is determined by actuarial valuation carried out by the independent actuary as at each balance
sheet date. The actuarial valuation method used for measuring the liability is the Projected Unit Credit method.
ii) Superannuation
The trustees of Afcons Infrastructure Limited Superannuation Scheme Trust have taken a Group Superannuation policy from the LIC.
Provision for superannuation is made on the basis of premium payable in respect of the aforesaid policy.
iii) Provident fund
Contribution as required under the statute/ rules is made to the Government Provident Fund.
iv) Compensated absences
The liability for compensated absences is determined by actuarial valuation carried out by the independent actuary as at each balance
sheet date and provided for as incurred in the period in which services are rendered by employees. The actuarial valuation method
used for measuring the liability is the Projected Unit Credit method.
v) Other Benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by the
employees is recognized during the period when the employee renders the service.
vi) Actuarial gains and losses
2.17
The actuarial gains and losses are recognised immediately in the statement of Profit and Loss.
Borrowing costs
Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalized as a part of the cost
of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale. All other
borrowing costs are charged to revenue.
2.18
Segment Reporting:
The following accounting policies have been followed for segment reporting:
i) Segment Revenue includes income directly identifiable with / allocable to the segment.
ii) Expenses that are directly identifiable with / allocable to segments are considered for determining the Segment Results. The expenses
which relate to the Group as a whole and not allocable to segments are included under Unallocable expenses.
iii) Segment assets and liabilities include those directly identifiable with the respective segments.
2.19
Leases
Assets leased out under operating leases are capitalised. Rental Income is recognised on straight line basis over the lease term.
Assets acquired on lease where significant portions of the risks and rewards incidental to ownership are retained by the lessors are
classified as operating leases. Lease rentals are charged to Statement of Profit & Loss on straight line basis over the lease term.
2.20
Doubtful debts and advances
Provision is made in the accounts for debts and advances which in the opinion of the management are considered doubtful of recovery.
2.21
Taxation
Income taxes are accounted for in accordance with Accounting Standard (AS-22) “Accounting for taxes on income”. Income tax comprises
both current and deferred tax.
The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal in one or
more subsequent periods are recorded as a deferred tax asset or deferred tax liability. They are measured using substantially enacted tax
rates and tax regulations as of the Balance Sheet date.
Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognized, only
if there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on account of other timing differences
are recognized only to the extent there is a reasonable certainty of its realisation.
82
AFCONS
INFRASTRUCTURE
its subsidiaries,
Note
Particulars
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset. Accordingly, MAT is recognised as an asset in the Consolidated Balance Sheet when it is
probable that future economic benefit associated with it will flow to the entity.
2.22
Interest Income
Interest income is recognised on time proportion basis taking into account the amount outstanding and the applicable interest rates.
2.23
Accounting for joint ventures:
Accounting for joint ventures has been done as follows :Type of Joint Venture : Jointly Controlled Entity
Accounting treatment :
Interests in jointly controlled entities comprise of the share of the Group’s interest in a company in which the Group has acquired joint
control over its economic activities by contractual agreement.
Interests in jointly controlled entities are included in the consolidated financial statements of the Group from the point in time at which the
joint control is transferred to the Group and are no longer included in the consolidated financial statements from the point in time at which
the joint control ceases. Interests in joint ventures are aggregated in the consolidated financial statements by using the proportionate
consolidation method, which means that the Group’s share in book values of like items of assets, liabilities, income and expenses are
aggregated after eliminating the intra-Group balances and transactions to the extent of the proportionate share of the Group in the joint
venture.
2.24
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a legal and constructive obligation as a result of a past event, for which it is probable
that cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are disclosed
when the Company has a possible or present obligation where it is not probable that an outflow of resources will be required to settle it.
Contingent assets are neither recognized nor disclosed.
2.25
Derivatives
Interest rates derivatives are marked to market and net loss (if any) is charged to statement of Profit and Loss
83
AFCONS
INFRASTRUCTURE
its subsidiaries,
3. Share Capital
Number of
` in Lacs
shares
Particulars
(a) Authorised
Equity shares of ` 10 each.
Preference shares of ` 10 each.
350,000,000
650,000,000
1,000,000,000
35,000.00
65,000.00
100,000.00
Number of
` in Lacs
shares
350,000,000
650,000,000
1,000,000,000
35,000.00
65,000.00
100,000.00
Total
(b) Issued, Subscribed and Fully Paid up
71,970,238
7,197.02
71,970,238
7,197.02
Equity shares of ` 10 each. (Refer Note (i) below)
100,000,000
10,000.00
100,000,000
10,000.00
Preference Shares of ` 10 each. (Refer Note (ii) below)
250,000,000
25,000.00
250,000,000
25,000.00
Participatory Preference shares of ` 10 each. (Refer Note (iii) below)
100,000,000
10,000.00
100,000,000
10,000.00
Participatory Preference shares of ` 10 each. (Refer Note (iv) below)
Total
521,970,238
52,197.02
521,970,238
52,197.02
Notes:
(i) Rights, preferences and restrictions attached to Equity Shares:
(a) Rights to receive dividend as may be approved by the Board / Annual General Meeting.
(b) The Equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the
(c) Every member of the company holding equity shares has a right to attend the General Meeting of the company and has a right to speak
and on a show of hands, has one vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the
paid-up capital of the company.
(ii) Rights, preferences and restrictions attached to 0.01% Non Cumulative and Non Profit Participatory Convertible Preference Shares:
(a) The Preference Shares shall be noncumulative and non profit participating convertible Preference Shares carrying a fixed rate of
dividend of 0.01% per annum to be paid in priority to the holders of any other class of shares.
(b) The Preference Shares shall be deemed to be converted into common equity shares of the Company at a price of ` 68.25 per equity
share (consisting of par of ` 10 and a premium of ` 58.25) immediately, automatically and without any further act of the parties in the
event of conversion of the Preference Shares mentioned in note iii(a) below.
(c) Every member of the Company holding preference shares has a right to vote in the General Meeting of the Company on resolutions
(iii) Rights, preferences and restrictions attached to 0.01% Fully and Compulsorily Convertible Non-Cumulative, Non Participatory
Preference shares:
(a) The Preference Shares shall be automatically and mandatorily converted into equity shares on 13th January, 2019 (“Mandatory
Conversion Date”) i.e. on the Eleventh year from the Issue date. The mandatory conversion date of the 0.01% Fully and Compulsorily
Convertible Non-Cumulative, Non Participatory Preference shares has been revised from 13th January, 2013 (5th year from the date of
issue) to 13th January, 2019 (11th year from the date of issue) in terms of the consent letter obtained from the preference shareholder
and the special resolution passed by the members of the Company at the Extra Ordinary General Meeting of the Company held on 10th
January,2013.
(b) On Mandatory Conversion Date, the Preference Shares shall be converted into such number of equity shares of the Company constituting
74% of all the outstanding equity share capital of the Company calculated on a fully diluted basis.
(iv) Rights, preferences and restrictions attached to 0.01% Fully and Compulsorily Convertible Non-Cumulative, Non Participatory
Preference shares:
(a) The Preference Shares shall be automatically and mandatorily converted into equity shares on 21st March, 2019 ("Mandatory Conversion
Date") i.e. on the expiry of Five year from the Issue date.
(b) On Mandatory Conversion Date, the Preference Shares shall be converted into such number of equity shares of the Company at the time
of allotment of preference shares provided such conversion price shall not exceed ` 132 per Equity shares (consisting of par of ` 10 and
a premium of ` 122).
84
AFCONS
INFRASTRUCTURE
its subsidiaries,
3. Share Capital (Continued)
(v). Reconciliation of the number of shares outstanding at the beginning and at the end of the year:
Number of
Shares
` in Lacs
Number of
Shares
` in Lacs
Equity shares outstanding at the beginning of the year
71,970,238
7,197.02
71,970,238
7,197.02
Equity shares outstanding at the end of the year
Particulars
71,970,238
7,197.02
71,970,238
7,197.02
Preference Shares at the beginning of the year
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
250,000,000
25,000.00
250,000,000
25,000.00
250,000,000
25,000.00
250,000,000
25,000.00
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
100,000,000
10,000.00
(vi). Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:
Equity
Shares
Particulars
0.01% Non
Cumulative
and Non Profit
Participatory
Convertible
Preference
Shares
0.01% Fully and
Compulsorily
Participatory
Preference
shares
Equity Shares
Number of shares
Shapoorji Pallonji & Co.Pvt.Ltd.,
the holding company
49,009,022
-
0.01% Non
Cumulative
and Non Profit
Participatory
Convertible
Preference
Shares
0.01% Fully and
Compulsorily
Participatory
Preference
shares
Number of shares
100,000,000
48,900,182
-
100,000,000
Subsidiaries of the holding company:
-
13,015,929
Renaissance Commerce Pvt. Limited
4,016,250
-
-
4,016,250
-
-
Hermes Commerce Ltd
4,016,250
-
-
4,016,250
-
-
Floreat Investments Limited (FIL)
13,015,929
100,000,000
-
100,000,000
(vii). Details of shares held by each shareholder holding more than 5% of shares of the Company:
Class of shares / Name of shareholder
Equity shares
Shapoorji Pallonji & Co.Pvt.Ltd
Number of
% holding
shares held
Number of
% holding
shares held
49,009,022
13,015,929
4,016,250
4,016,250
68.10
18.09
5.58
5.58
48,900,182
13,015,929
4,016,250
4,016,250
67.95
18.09
5.58
5.58
0.01% Non Cumulative and Non Profit Participatory
Convertible Preference Shares
100,000,000
100.00
100,000,000
100.00
Goswami Infratech Private Ltd.
250,000,000
100.00
250,000,000
100.00
Shapoorji Pallonji & Co.Pvt.Ltd.
100,000,000
100.00
100,000,000
100.00
85
AFCONS
INFRASTRUCTURE
its subsidiaries,
4. Reserves and Surplus
Particulars
(a) (b) (c) (d) (e) (f) (g) (h) (i) Capital reserve
Opening balance
Closing balance
Capital redemption reserve
Opening balance
Closing balance
Securities premium account
Opening balance
Closing balance
Revaluation reserve
Opening balance
Less: Utilised for set off against depreciation
Closing balance
Contingencies reserve
Opening balance
Closing balance
Debenture redemption reserve
Opening balance
Add : Transferred from surplus in Statement of Profit & Loss
Closing balance
General reserve
Opening balance
Add : Transferred from surplus in Statement of Profit & Loss
Closing balance
Foreign currency translation reserve
Opening balance
Add : Effect of foreign exchange rate variations during the year
Less: Adjustment on account of amalgamation
Closing balance
Surplus in Statement of Profit and Loss
Opening balance
Add: Profit for the year
Add: Adjustment on account of amalgamation
Less: Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed
assets with nil remaining useful life (Net of deferred tax ` 179.92 Lacs) (Refer Note 48)
Less: Appropriations
Interim Dividend on Equity Shares (` 1.50 per share) (Previous Year ` 2.00 per share)
Proposed Dividend on Preference Shares (` 0.001 per share)
Tax on dividend
Transferred to General reserve
Transferred to Debenture redemption reserve
Closing balance
Total
` in Lacs
` in Lacs
83.78
83.78
83.78
83.78
12.50
12.50
12.50
12.50
1,028.00
1,028.00
1,028.00
1,028.00
-
43.02
(43.02)
-
800.00
800.00
800.00
800.00
1,250.00
1,290.00
2,540.00
625.00
625.00
1,250.00
6,574.98
6,574.98
5,905.25
669.73
6,574.98
250.94
297.44
548.38
1,989.53
1,322.70
3,061.29
250.94
50,809.83
5,290.24
-
46,035.35
4,696.08
3,061.29
340.48
-
1,079.55
4.50
1,439.40
3.53
216.76
1,290.00
53,168.78
64,756.42
245.23
669.73
625.00
50,809.83
60,810.03
` in Lacs
20,000.00
` in Lacs
10,000.00
15,000.00
17,500.00
10,514.83
15,436.32
6,755.01
18,423.86
1,491.10
62,442.25
2,619.26
55,298.13
5. Long-term borrowings
Particulars
(a) Debentures (Unsecured) (Refer Note 5A)
(b) Working Capital loans (Refer Note (i) of 5B)
From banks
Secured
(c) Equipment Loan (Secured) (Refer Note (ii) of 5B)
From banks
Rupee Loan
Foreign Currency Loan
(d) Other loans and advances (Refer Note (iii) of 5B)
Foreign Currency Loan (Secured)
Buyers Credit from Banks
Total
86
AFCONS
INFRASTRUCTURE
its subsidiaries,
(A) Details of Debentures
Particulars
Terms of repayment
Unsecured, Redeemable, Unlisted,
Non-Convertible Debentures (NCDs)
i) 10.45% NCDs
ii) 9.99% NCDs
iii) 9.87% NCDs
Total Non-Convertible Debentures
Secured
Unsecured
` in Lacs
` in Lacs
-
Secured
Unsecured
` in Lacs
` in Lacs
10,000.00
5,000.00
5,000.00
20,000.00
-
10,000.00
10,000.00
Notes:
(i) The NCDs carry interest @ 10.45% per annum payable quarterly and are redeemable in full at the end of 5 years from the date of issue i.e. 12th
February, 2018. The NCDs carry a Put option to the holders and a Call option to the Company to get the NCDs redeemed at any time after 3 1/2
years from the date of allotment i.e. 12th August, 2016, by giving a 30 days notice to the other party.
(ii) The NCDs carry interest @ 9.99% per annum payable annually and are redeemable in full at the end of 3 years and 40 days from the date of
allotment i.e. 26th April, 2018.
(iii) The NCDs carry interest @ 9.87% per annum payable semi annually and are redeemable in full at the end of 5 years and 20 days from the date
of allotment i.e. 6th April, 2020.
(B) Details of terms of repayment of long-term borrowings from Banks and security provided in respect thereof:
Terms of repayment
and security
Particulars
(i) Working Capital loans from banks
Axis Bank Ltd. (Refer Note (i) below)
State Bank of India (Refer Note (i) below)
Total - Term Loan
(ii) Equipment Loan from banks
Rupee Loan:
State Bank of India
Foreign Currency Loan (ECB):
DBS Bank Ltd
HSBC Bank
Societe Generale
Total - Equipment Loan
Secured
Unsecured
` in Lacs
` in Lacs
(iii) Other Loans and Advances from banks
-Buyer's Credit Foreign Currency Loans
State Bank of India
Total - Other loans and advances
Total Long-term Borrowings from Banks
Refer Note (iv) below
Secured
Unsecured
` in Lacs
` in Lacs
15,000.00
15,000.00
-
10,000.00
7,500.00
17,500.00
-
514.83
10,000.00
-
3,014.83
1,240.18
2,500.00
-
3,742.14
3,742.14
7,952.04
25,951.15
-
8,388.10
7,189.80
2,845.96
25,178.87
-
1,491.10
1,491.10
42,442.25
-
2,619.26
2,619.26
45,298.13
-
Notes:
(i) Working Capital loan from Axis Bank is secured by subservient charge over current assets and Working Capital loan from State Bank of India
is secured by second charge on Plant and Machinery.
(ii) Working Capital loans from Banks carry interest ranging from Base rate + 0.50% to Base rate + 0.70% per annum. The repayment schedule of
the loans are as follows.
Bank Name
State Bank of India
Previous Year
Bank Name
Axis Bank Ltd.
State Bank of India
Loan Amount
(` in Lacs)
15,000.00
Loan Amount
(` in Lacs)
10,000.00
7,500.00
Repayment in
2016-17
2 installments of
` 2,500.00 each
Repayment in
2017-18
2 installments of
` 2,500.00 each
Repayment in
2015-16
Repayment in
2018-19
1 installment of
` 2,500.00
Repayment in
2019-20
1 installment of
` 2,500.00
Repayment in
2016-17
-
Repayment in
2017-18
-
87
AFCONS
INFRASTRUCTURE
its subsidiaries,
(iii) Secured by first pari passu charge on Plant & Machinery. The Rupee loans carry interest ranging from Base rate + 0.50% to Base rate + 0.75%
per annum and Foreign currency loans carry interest ranging from Libor + 2.35% to Libor + 2.70% per annum. The repayment schedule of the
loans are as follows.
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2016-17
Repayment in
2017-18
Repayment in
2018-19
Repayment in
2019-20
Repayment in
2020-21
514.83
1 Installments of
` 514.83
10,000.00
1 installment of
` 2,000.00
DBS Bank Ltd
3,742.14
3 installments of
` 1247.38 each
-
-
-
-
HSBC Bank
3,742.14
2 installments of
` 1,871.07 each
-
-
-
-
Societe Generale
7,952.04
Installments of
` 467.77 & `623.69
Rupee Loan:
State Bank of India
1 installment of
` 2,000.00
-
-
1 installment of
` 2,000.00
-
1 installment of
` 2,000.00
1 installment of
` 2,000.00
2 installments of
` 623.69 each
2 installments of
` 935.54 each
2 installments of
` 935.53 each
2 installments of
` 935.53 each
Previous Year
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2015-16
Repayment in
2016-17
Repayment in
2017-18
Repayment in
2018-19
Repayment in
2019-20
Repayment in
2020-21
3,014.83
2 installments
of ` 1250.00
each
1 Installments
of ` 514.83
Oriental Bank of
Commerce
1,240.18
Installments
of ` 625.00 &
` 615.18
State Bank of India
2,500.00
-
1 Installments
of ` 500.00
DBS Bank Ltd
8,388.10
4 installments
of ` 1198.30
each
3 installments
of ` 1198.30
each
-
-
-
-
HSBC Bank
7,189.80
2 installments
of ` 1797.45
each
2 installments
of ` 1797.45
each
-
-
-
-
Societe Generale
2,845.96
2 installments
of ` 149.79
each
Installments
of ` 149.79 &
` 199.72
Rupee Loan:
-
-
-
-
-
-
-
-
-
1 Installments
of ` 500.00
1 Installments
of ` 500.00
1 Installments
of ` 500.00
1 Installments
of ` 500.00
Installments
of ` 199.72 &
` 199.73
2 installments
of ` 299.57
each
2 installments
of ` 299.57
each
2 installments
of ` 299.57
each
(iv) The Loans carry interest ranging from Libor + 95 bps to Euribor + 150 bps per annum. State Bank of India loan is secured by a first charge by
way of equitable mortgage on the immovable properties of the Company situated in Andheri, Mumbai on a pari-passu basis with other banks. It
is further secured by hypothecation of the Company’s stocks of construction materials, stores, work in progress, book debts and first charge on
plant and machinery of the Company on pari- passu basis with other consortium banks and term lenders upto 50% of the Fund Based Limits.
The facility is further secured by Company’s proportionate share of current assets in all the joint ventures both present and future.
The repayment schedule of the loans are as follows:
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2016-17
State Bank of India
1,491.10
` 199.13, ` 420.52 & ` 557.96
Previous Year
Bank Name
Loan Amount
(` in Lacs)
Repayment in
2015-16
Repayment in
2016-17
State Bank of India
2,619.26
` 110.31, ` 319.38 & ` 132.06
` 191.29, ` 403.97 & ` 536.01
88
AFCONS
INFRASTRUCTURE
its subsidiaries,
6.Major components of deferred tax (asset) and liabilities are as under:
Particulars
` in Lacs
` in Lacs
Deferred tax liability / (asset)
On difference between book balance and tax balance of fixed assets
4,748.73
5,489.33
Arbitration Awards (including interest)
9,755.14
7,125.89
14,503.87
12,615.22
Provision for compensated absences, gratuity and other employee benefits
(487.47)
(331.43)
Provision for doubtful debts / advances
(715.12)
(702.35)
Others (includes carry forward losses,etc.)
(866.76)
(5.78)
(2,069.35)
(1,039.56)
12,434.52
11,575.66
` in Lacs
` in Lacs
6,536.50
5,396.23
37,359.09
17,303.70
23.14
30.88
43,918.73
22,730.81
` in Lacs
` in Lacs
Net deferred tax liability
7. Other long-term liabilities
Particulars
(a) Trade Payables - Retention monies
(b) Others:
(i) Advances from customers
(ii) Statutory remittances (VAT, Service Tax,etc.)
Total
8. Long-term provisions
Particulars
675.10
503.82
191.87
17.95
-
342.78
866.97
864.55
(b) Provision - For contingencies (Refer Note 42)
(In relation to expense of job completed in earlier year under dispute)
Total
89
AFCONS
INFRASTRUCTURE
its subsidiaries,
9. Short-term borrowings
Particulars
` in Lacs
` in Lacs
(a) Working Capital Demand Loans
From banks
Secured (Refer Note below)
Unsecured
17,000.00
3,000.00
5,000.00
5,000.00
22,000.00
8,000.00
(b) Short term Loans from Bank
Buyers Credit (Secured) (Refer Note below)
Packing Credit Finance (Unsecured)
(c) Cash Credit Facility from Banks (Secured) (Refer Note below)
-
1,947.98
935.54
5,990.90
935.54
7,938.88
29,632.65
24,127.23
5,000.00
10,000.00
(d) Commercial Papers (Unsecured)
From Banks
Face Value
370.76
696.69
4,629.24
9,303.31
30,840.00
30,000.00
From Other parties
Face Value
1,256.82
1,229.45
29,583.18
28,770.55
(Maximum amount outstanding during the year ` 55,000.05 Lacs)
(Previous Year ` 43,487.27 Lacs)
(e) Loans Repayable on demand (Unsecured)
From Related Parties (Refer Note 35)
Total
90.00
86,780.61
78,229.97
` in Lacs
` in Lacs
Note:
(i) Details of security for the secured short-term borrowings:
Particulars
Terms of repayment and security
Working Capital Demand Loans (WCDL)
From banks:
ING Vysya Bank
IDBI Bank Ltd.
12,000.00
5,000.00
3,000.00
Short Term Loans from Bank
Buyers Credit (Secured)
State Bank of India
Cash Credit Facility
29,632.65
1,947.98
24,127.23
Note:
(i) Working Capital Demand Loan (WCDL) is secured by the Company's proportionate share of Current Assets in all the Joint Ventures both
present and future. WCDL from Banks carry interest ranging from 10.85% to 10.90%.
(ii) Secured by a first charge by way of equitable mortgage on the immovable properties of the Company situated in Andheri, Mumbai on a paripassu basis. It is further secured by hypothecation of the Company’s stocks of construction materials, stores, work in progress, book debts
and first charge on plant and machinery of the Company on pari- passu basis with other consortium banks and term lenders upto 50% of the
Fund Based Limits. Cash credit facility is further secured by the Company’s proportionate share of Current Assets in all the Joint Ventures both
present and future. Buyers Credit from banks carry interest @ Libor + 0.75 bps per annum and Cash Credit Facility from Banks carry interest
ranging from 10.25% per annum to 13.65% per annum.
90
AFCONS
INFRASTRUCTURE
its subsidiaries,
10. Trade payables
Particulars
Acceptances
Other than Acceptances
Total
` in Lacs
` in Lacs
5,105.03
4,464.84
105,005.24
94,496.91
110,110.27
98,961.75
` in Lacs
` in Lacs
11. Other current liabilities
Particulars
26,801.67
16,081.45
(b) Interest accrued but not due on borrowings
289.84
307.71
(c) Income received in advance (against sale of scrap)
166.12
10.67
(d) Unclaimed / unpaid dividends (Refer Note (ii) below)
26.85
34.39
0.61
1.24
2,958.18
3,149.22
(a) Current maturities of long-term debt (Refer Note (i) below)
(e) Unpaid matured deposits and interest accrued thereon (Refer Note (ii) below)
(f) Other payables
(i) Statutory remittances (VAT, Service Tax, etc.)
(ii) Interest accrued on advance from customers
551.42
51.60
(iii) Trade / security deposits received
153.07
67.33
(iv) Advances from customers
55,505.13
15,527.33
(v) Advances from Others
2,910.53
1,208.62
(vi) Amount received on invocation of Bank Guarantees
6,872.79
7,291.83
(vii) Others
Total
1.79
0.10
96,238.00
43,731.49
` in Lacs
` in Lacs
12,500.00
2,500.00
Note: (i) Refer Notes (ii), (iii) and (iv) in Note 5 - Long-term borrowings for details of security.
Particulars
(a) Working Capital Loans from Banks
Secured
(b) Equipment Loans from Banks (Secured)
(c) Foreign Currency Loans (Secured)
Total
3,740.18
3,750.00
10,561.49
9,831.45
26,801.67
16,081.45
Note: (ii) This does not include any amount due and outstanding to be credited to the Investor Education and Protection Fund.
12. Short-term provisions
Particulars
` in Lacs
` in Lacs
65.01
57.74
476.55
401.06
541.56
458.80
1,012.18
1,264.43
497.00
444.41
4.50
3.53
(b) Provision - Others:
(i) Provision for tax (net of advance tax ` 2,015.24 Lacs)
(As at 31st March, 2014 ` 1,522.35 Lacs)
(ii) Provision for projected loss on contract
(iii) Provision for proposed preference dividend
(iv) Provision for tax on proposed dividends
Total
91
216.76
0.60
1,730.44
1,712.97
2,272.00
2,171.77
92
(300.25)
(6.15)
(13.79)
(14.59)
(83.54)
(418.32)
` in Lacs
` in Lacs
14,698.48
402.86
204.10
156.72
311.09
0.06
15,773.31
1.58
16.58
1,857.54
108,371.45
1,830.14
1,237.46
2,626.01
279.22
15,931.75
150.98
132,302.71
(373.23)
(37.96)
(26.03)
(186.31)
(288.38)
(911.91)
` in Lacs
Gross block
Additions
Disposals
30.26
11,247.19
805.51
509.27
289.13
144.07
14.59
13,040.02
` in Lacs
Gross block
Additions
Disposals
Balance
as at
1st April, 2013
` in Lacs
1.58
16.58
1,857.54
122,696.70
2,195.04
1,415.53
2,596.42
279.22
15,954.46
151.04
147,164.11
` in Lacs
Balance
as at
1st April, 2014
1.58
16.58
1,857.54
122,696.70
2,195.04
1,415.53
2,596.42
279.22
15,954.46
151.04
147,164.11
Balance
as at
31st March, 2014
` in Lacs
1.58
46.84
1,857.54
133,643.64
2,994.40
1,911.01
2,870.96
279.22
16,014.99
165.63
159,785.81
` in Lacs
Balance
as at
31st March, 2015
1.66
25.10
11,599.91
285.35
185.55
555.09
1,075.65
8.70
13,737.01
84.99
4.69
0.82
334.54
93.41
1.44
519.89
(194.94)
(1.72)
(4.81)
(9.04)
(80.02)
(290.53)
0.80
1,353.08
26,842.93
312.83
278.36
993.88
279.22
2,905.27
83.38
33,049.75
0.16
61.75
13,862.50
128.71
118.54
225.49
1,173.16
6.13
15,576.44
(2.53)
9.98
(2.73)
4.72
(307.40)
(16.42)
(11.92)
(69.79)
(229.81)
(635.34)
Balance
Depreciation
Adjustments
Eliminated on
/ amortisation
disposal of assets
as at
1st April, 2013 expense for the year
` in Lacs
` in Lacs
` in Lacs
` in Lacs
0.96
1,414.83
40,395.50
435.10
384.98
1,146.85
279.22
3,848.62
89.51
47,995.57
1.58
44.22
417.61
81,758.18
2,270.98
1,344.47
843.52
11,077.33
65.98
97,823.87
0.96
1,414.83
40,395.50
435.10
384.98
1,146.85
279.22
3,848.62
89.51
47,995.57
1.58
15.62
442.71
82,301.20
1,759.94
1,030.55
1,449.57
12,105.84
61.53
99,168.54
Net Block
Balance
Balance
as at
as at
31st March, 2014 31st March, 2014
` in Lacs
` in Lacs
2.62
1,439.93
51,885.46
723.42
566.54
2,027.44
279.22
4,937.66
99.65
61,961.94
Net Block
Balance
Depreciation Other adjustments / Eliminated on
Balance
Balance
as at / amortisation Transition adjustment
disposal of
as at
as at
1st April, 2014 expense for the
recorded against
assets 31st March, 2015 31st March, 2015
year Surplus balance in
Statement of Profit and
Loss (Refer note 48)
` in Lacs
` in Lacs
` in Lacs
` in Lacs
` in Lacs
` in Lacs
Notes:
1) Some of the Fixed assets viz., Plant & Equipment, (including certain items fully written off in previous years) Laboratory Equipment, Barges (Floating equipments), New & Old Workshop and
Office Building as on 1st April, 1990 were revalued on the basis of the valuation made by the external valuers resulting in net increase of ` 4,551.21 lacs being surplus on revaluation.
(2) Revalued amounts substituted for Historical Cost as at 1st April, 1990 and included under Gross Block are as under :
i) Plant & Equipment ` 4,261.48 lacs
ii) Laboratory Equipments ` 124.45 lacs
iii) Workshop & Godown ` 466.02 lacs
iv) Buildings ` 1,260.00 lacs
v) Barges (Floating Equipments) ` 899.78 lacs
(3) Plant and Equipment includes assets for a Gross Value ` Nil (previous year ` 9,636.05 Lacs) and WDV ` Nil (previous year ` 7,899.38 Lacs) hypothecated in favour of Chennai Metro Rail
Ltd on behalf of Transtonnelstroy Afcons Joint Venture.
(4) Additions for the year includes foreign exchange capitalised during the year amounting to ` 0.57 Lacs (Previous Year ` 940.83 Lacs). The balance amount of Foreign exchange fluctuation,capitalised
as a part of cost of Tangible Assets, remaining to be amortised is ` 901.79 Lacs (Previous year ` 1,186.35 Lacs).
(a) Land
Freehold
Leasehold
(b) Buildings
(e) Vehicles
(f) Office equipment
Total
Particulars
Previous Year
(a) Land
Freehold
Leasehold
(b) Buildings
(e) Vehicles
(f) Office equipment
Total
Particulars
13. Fixed assets
A. Tangible assets
its subsidiaries, associates and joint ventures (afcons group)
Particulars
93
691.97
123.12
-
123.12
671.97
20.00
` in Lacs
Additions
-
-
-
` in Lacs
Disposals
-
-
-
` in Lacs
Disposals
Gross block
8.46
-
` in Lacs
Balance
as at
1st April, 2013
815.09
20.00
8.46
` in Lacs
` in Lacs
795.09
Additions
Balance
as at
1st April, 2014
Gross block
815.09
20.00
795.09
` in Lacs
Balance
as at
31st March, 2014
823.55
20.00
803.55
` in Lacs
Balance
as at
31st March, 2015
321.60
-
321.60
` in Lacs
Balance
as at
1st April, 2013
478.06
-
478.06
` in Lacs
Balance
as at
1st April, 2014
Particulars
Depreciation and amortisation as per Statement of Profit and Loss
Less: Utilised from revaluation reserve
Depreciation and amortisation for the year on intangible assets as per (B) above
Depreciation and amortisation for the year on tangible assets as per (A) above
D. Depreciation and amortisation:
Net Block
15,576.44
156.46
15,732.90
13,737.01
143.20
13,880.21
13,880.21
15,689.88
43.02
` in Lacs
-
-
-
` in Lacs
` in Lacs
-
621.26
-
621.26
` in Lacs
Net Block
202.29
20.00
182.29
` in Lacs
478.06
-
478.06
` in Lacs
337.03
20.00
317.03
` in Lacs
Balance
Eliminated on
Balance
disposal of
as at
as at
-
-
-
` in Lacs
For the year ended
31st March, 2014
156.46
-
156.46
` in Lacs
Amortisation
expense for
the year
Amortisation
143.20
-
143.20
` in Lacs
Amortisation Eliminated on
Balance
Balance
for the year
disposal of
as at
as at
Amortisation
For the year ended
31st March, 2015
C. Capital Work in Progress - Plant and equipments under installation ` 17,448.36 Lacs (Previous year ` 10,460.09 Lacs)
(Capital work in progress includes capitalised foreign exchange fluctuation ` 605.68 Lacs (Previous year ` 668.25 Lacs))
Total
(b) Goodwill - Acquired
(Other than arising on Consolidation)
(a) Computer software - Acquired
Previous Year
Total
(b) Goodwill - Acquired
(Other than arising on Consolidation)
(a) Computer software - Acquired
Particulars
B. Intangible assets
13. Fixed assets (contd.)
AFCONS
INFRASTRUCTURE
its subsidiaries,
14. Non-current investments
Particulars
Face Value
Quantity
Quantity
Amount
` in Lacs
Amount
` in Lacs
Trade (Fully paid, at cost):
A.
(a) Investment in equity instruments (Unquoted) :
(i) of associates
Afcons (Mideast) Constructions & Investments Pvt. Ltd.
1
` 100
Total - Trade (A)
0.11
1
0.11
0.11
0.11
Other investments (Fully paid, at cost):
B.
(a) Investment in equity instruments (Quoted)
Hindustan Oil Exploration Co. Ltd.
` 10
40,072
29.34
40,072
29.34
Hindustan Construction Co. Ltd.
`1
1,000
0.03
1,000
0.03
Simplex Infrastructures Ltd.
`2
500
0.04
500
0.04
ITD Cementation India Ltd.
` 10
100
0.42
100
0.42
Gammon India Ltd.
`2
250
0.06
250
0.06
Tata Consultancy Services Ltd.
`1
400,000
8,572.61
400,000
8,572.61
8,602.50
8,602.50
(b) Investment in equity instruments (Unquoted)
Simar Port Ltd.
` 10
1,000
0.10
1,000
0.10
5.00
50,000
5.00
5.00
12,731
(c) Investment in mutual funds (Unquoted):
SBI Infrastructure Fund
` 10
50,000
UTI Infrastructure Fund - Growth Plan
` 10
12,731
5.00
10.00
10.00
Total - Other investments (B)
8,612.60
8,612.60
Total (A+B)
8,612.71
8,612.71
Notes:
Aggregate amount of quoted investments
Aggregate market value of quoted investments
Aggregate amount of unquoted investments
8,602.50
8,602.50
10,234.30
8,552.69
10.21
10.21
15. Long-term loans and advances (Unsecured, considered good unless otherwise specified)
Particulars
(a) Capital advances
` in Lacs
` in Lacs
968.27
150.38
1,281.71
1,531.89
168.40
549.72
(d) Advance income tax (net of provisions ` 6,622.26 Lacs)
(As at 31st March 2014 ` 8,172.23 Lacs)
7,512.14
4,917.67
(e) MAT credit entitlement
6,695.31
5,087.30
4,491.75
3,867.59
2,884.57
2,884.57
57.65
47.09
(c) Prepaid expenses
(f) Balances with government authorities
Total
94
7,433.97
6,799.25
24,059.80
19,036.21
AFCONS
INFRASTRUCTURE
its subsidiaries,
16. Other non-current assets
Particulars
` in Lacs
` in Lacs
13,721.99
1,995.61
15,717.60
1,995.61
13,721.99
6,052.48
1,995.61
8,048.09
1,995.61
6,052.48
27,285.38
7.00
27,292.38
2.55
7.00
27,282.83
11,389.42
15,649.48
7.00
15,656.48
2.55
7.00
15,646.93
6,554.36
63.73
63.73
19.10
19.10
63.73
63.73
19.10
19.10
1,091.96
53,486.20
1,679.32
29,933.09
` in Lacs
` in Lacs
10,883.26
828.81
1,224.56
2.48
4,659.78
241.39
5,799.88
23,640.16
13,591.50
13,591.50
14,330.44
960.00
1,086.96
71.10
4,277.63
175.27
3,713.61
24,615.01
12,075.10
12,075.10
246,619.28
45,231.32
201,387.96
238,619.62
190,317.03
42,783.34
147,533.69
184,223.80
` in Lacs
` in Lacs
26,095.10
32,973.64
16,438.70
42,533.80
10,068.66
43,042.30
(a) Long-term trade receivables - Under arbitration and Retention monies
Doubtful
Less: Provision for doubtful trade receivables
(b) Construction Work-in-Progress - Under arbitration
Doubtful
Less: Provision for doubtful Construction Work-in-Progress
(c) Interest on trade receivables as per arbitration awards
(d) Other Loans and Advances (Doubtful)
Less: Provision for other doubtful loans and advances
(e) Other Bank Balances *
Less : Provision
(f) Receivable under foreign currency contracts
Total
* The balances in these bank accounts are subject to exchange control restrictions for repatriation.
17. Inventories
Particulars
(a) Construction Materials - at lower of cost and net realisable value
Steel
Cement
Aggregate
Bitumen
Shuttering Material
Sand
Other Construction Material
(b) Stores and spares - at lower of cost and net realisable value
(c) Construction Work-in-Progress
At estimated realisable value
Total
18. Trade receivables
Particulars
Trade receivables outstanding for a period exceeding six months from the date they were due
for payment
Other Trade receivables
Total
95
AFCONS
INFRASTRUCTURE
its subsidiaries,
19. Cash and cash equivalents
Particulars
A. Cash and cash equivalents
(a) Cash on hand
(b) Balances with banks
(i) In current accounts
(ii) In deposit accounts (Original maturity of 3 months or less)
Total - cash and cash equivalents (as per AS 3 Cash Flow Statement) (A)
B. Other bank balances
(a) In other deposit accounts
- Original maturity more than 3 months
(b) In earmarked accounts
- Unpaid dividend accounts
- Balances held as margin money or security against
borrowings, guarantees and Other commitments
- Other earmarked accounts (Refer Note (i) below)
Total - Other bank balances (B)
Total cash and cash equivalents (A+B)
` in Lacs
` in Lacs
102.59
62.56
7,899.80
6,240.71
14,243.10
4,944.53
80.10
5,087.19
699.95
794.60
26.85
34.39
28.86
151.63
907.29
15,150.39
27.74
843.64
1,700.37
6,787.56
Note: Balance with banks-other earmarked accounts include deposits ` 10.86 Lacs (Previous Year ` 788.10 Lacs) over which Banks and Clients have lien and ` 140.77 Lacs (Previous year ` 55.54 Lacs) placed as Earnest Money Deposit and pledge with various authorities.
20. Short-term loans and advances (Unsecured, considered good)
Particulars
` in Lacs
` in Lacs
(a) Loans and advances to related parties (Refer Note 35)
To Joint Venture
(c) Loans and advances to employees
(d) Prepaid expenses
729.88
54.79
1,395.55
313.91
277.51
242.51
3,018.99
1,301.80
2,600.45
1,388.66
282.34
121.11
(e) Balances with government authorities
(f) Others - Advance to vendors and others
Total
2.52
1.40
2,885.31
1,511.17
9,451.65
7,743.86
17,758.89
11,168.04
` in Lacs
` in Lacs
21. Other current assets
Particulars
(a) Accruals
(i) Interest accrued on deposits
(b) Interest on trade receivables as per arbitration awards
(c) Receivable under foreign currency contracts
9.14
14.30
10,546.10
8,708.40
1,251.95
529.50
911.01
593.08
-
22.38
(d) Others
(i) Insurance claims
(ii) Deemed export receivable
(iii) Duty Credit receivable
(iv) Custom Duty receivable
(v) Other Receivables from Joint ventures (Refer Note 35)
1,426.03
Total
96
2,342.40
459.94
1,608.43
1,011.62
15,752.66
13,681.62
AFCONS
INFRASTRUCTURE
its subsidiaries,
22. Revenue from operations
Particulars
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
(a)
Sale of products (Refer Note (i) below)
81.85
74.73
(b)
Sale of services (Refer Note (ii) below)
388,518.12
352,925.27
(c)
Other operating revenues (Refer Note (iii) below)
4,449.62
6,349.61
393,049.59
359,349.61
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
Total - Sale of products
81.85
81.85
74.73
74.73
Total - Sale of services
394,747.55
6,229.43
388,518.12
358,033.69
5,108.42
352,925.27
Total - Other operating revenues
1,926.31
123.13
160.00
2,218.26
21.92
4,449.62
1,667.17
2,342.40
270.00
0.76
2,000.44
68.84
6,349.61
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
8,528.27
4,658.07
Total
Note
(i)
(ii)
(iii)
Particulars
Sale of products comprises:
Sale of services comprises :
Construction Revenue
Less : Value added tax
Other operating revenues comprise:
Sale of scrap
Duty Scrip credit availed
Equipment hire charges
Consultancy Service Charges
Deemed Export Benefit
Others
23. Other income
Particulars
(a)
Interest income (Refer Note (i) below)
(b)
Dividend income:
(c)
From non trade,non current investments
Other non operating income (Refer Note (ii) below)
Total
Note
(i)
(ii)
Particulars
Interest income comprises:
Interest from banks deposits
Interest on loans and advances
Interest on Arbitration awards
Interest income from long term investments
Interest on income tax refund
Other interest
Total - Interest income
Other non operating income comprises:
Creditors / Excess provision written back
Insurance Claim received
Net Gain on foreign currency transactions and translation
Provision for Projected Loss written back
Miscellaneous income
Total - Other non-operating income
97
300.00
0.01
5,145.93
3,432.92
13,974.20
8,091.00
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
34.44
988.66
7,503.29
0.87
0.54
0.47
8,528.27
127.41
465.91
3,938.69
0.97
101.86
23.23
4,658.07
1,094.48
1,027.93
1,798.33
444.41
780.78
5,145.93
444.50
681.57
1,573.89
732.96
3,432.92
AFCONS
INFRASTRUCTURE
its subsidiaries,
24. Cost of construction
For the year ended
31st March, 2015
` in Lacs
78,218.00
For the year ended
31st March, 2014
` in Lacs
103,442.05
29,286.84
124,026.90
3,132.70
7,830.67
15,259.34
8,660.78
188,197.23
266,415.23
25,187.30
84,677.90
1,174.50
6,324.26
19,587.33
6,512.41
143,463.70
246,905.75
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
47,032.12
3,076.38
2,803.52
52,912.02
` in Lacs
40,631.57
2,720.78
2,483.35
45,835.70
For the year ended
31st March, 2015
` in Lacs
For the year ended
31st March, 2014
` in Lacs
19,185.59
18.60
15,706.08
5.68
Total
1,735.03
369.62
21,308.84
1,499.14
450.96
17,661.86
Total
For the year ended
31st March, 2015
` in Lacs
623.64
4,849.61
88.48
1,719.96
762.31
3,209.79
4,020.61
607.40
6,178.32
2,258.38
308.24
28.74
15,578.10
109.25
1.33
1.48
8.60
497.00
77.57
29.79
1,047.99
2,619.12
44,625.71
For the year ended
31st March, 2014
` in Lacs
590.22
4,199.37
0.37
1,068.65
622.61
2,987.46
3,348.39
582.27
5,276.49
2,372.64
51.67
8.26
4,048.57
102.69
906.76
414.44
92.37
920.53
6.20
444.41
134.43
30.00
920.09
2,731.86
31,860.75
Particulars
Cost of Construction Materials consumed (Including Bought out Items)
Other Construction Expenses:
Consumption of stores and spare parts
Subcontracting expenses (Including lease payment for equipments hired) (Refer Note 36)
Site Installation
Technical Consultancy
Power and fuel
Freight and forwarding
Total
25. Employee benefits expense
Particulars
Salaries and wages
Contributions to provident and other funds
Staff welfare expenses
Total
26. Finance costs
Particulars
(a) (b) Interest expense on:
(i) Borrowings and Advances
(ii) Delayed / deferred payment of income tax
Other borrowing costs:
(i) Bank Guarantee Commission including Bank Charges
(ii) L/c charges & Processing Fees
27. Other expenses
Particulars
Water and Electricity
Rent (Refer Note 36)
Repairs and maintenance - Buildings
Repairs and maintenance - Machinery
Repairs and maintenance - Others
Insurance
Rates and taxes
Communication
Travelling and conveyance
Security Charges
Donations and contributions (Refer Note 44)
Expenditure on Corporate Social Responsibility (Refer Note 46)
Legal and professional
Payments to auditors (Refer Note below)
Duty Scrip Written off
Bad/Irrecoverable Debtors/Unbilled Revenue written off
Advances written off
Net loss on foreign currency transactions and translation (Net)
Directors Fees
Provision for projected loss on contract
Loss on sale of fixed assets
Expenses of jobs completed in earlier year
Hedging Expenses
Miscellaneous expenses
98
AFCONS
INFRASTRUCTURE
its subsidiaries,
27. Other expenses (Continued)
Note:
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
As auditors - statutory audit
62.73
53.54
For taxation matters
15.17
20.99
For other services
20.40
16.72
0.66
0.37
10.29
11.07
109.25
102.69
Particulars
Payments to the auditors comprises *
Reimbursement of expenses
For Service tax
Total
* excludes payment of ` 29.68 Lacs (Previous Year ` 16.05 Lacs) for taxation matters to an affiliated firm / company of one of the joint auditors
covered by a networking arrangement which is registered with the institute of Chartered Accountants of India.
28. Contingent liabilities and commitments (to the extent not provided for)
Particulars
As at 31 March, 2015
As at 31 March, 2014
` in Lacs
` in Lacs
7,396.31
6,821.55
11,693.87
8,308.26
130,338.15
115,185.91
50.94
48.94
639.66
1,186.48
330.38
371.31
11,558.87
6,219.27
4,160.99
1,443.54
(i) Contingent liabilities
(a) Claims against the Company not acknowledged as debts
i) Differences with sub-contractors in regard to rates and quantity of materials.
(b) Claims against the Joint Venture not acknowledged as debts
i) Differences with sub-contractors / clients in regard to scope of work.
The above claim is not accepted by the Joint Venture and is contested by the
Subcontractor / client. The Management is confident that the claim will be successfully
contested.
(c) Guarantees
i) Bank Guarantees given on behalf of Subsidiaries and Joint Ventures and counter
guaranteed by the Company.
ii) Labour Guarantees
(d) Sales Tax and Entry Tax
Represents demands raised by Sales Tax Authorities in matters of a) disallowance of labour
and service charges, consumables etc. b) Tax on AS7 Turnover c) Entry tax and d) Interest and
Penalty etc. for which appeal is pending before various appellate authorities. The Company is
confident that the cases will be successfully contested.
(e) Excise Duty
Represents demands raised by Central Excise Department for Excisability of girders. The
Company is confident that the cases will be successfully contested.
(f) Service Tax
Represents demand confirmed by the CESTAT / Asst. Commissioner of Service Tax for a)
disallowance of Cenvat Credit, since abatement claimed by the Company and b) disallowance
of general exemption of private Transport terminals and c) taxability under "Commercial or
Industrial Construction Service", etc. The Company has appealed / in the process of appeal
against the said order with Commissioner of Service Tax Mumbai,CESTAT / High Court and
is confident that the cases will be successfully contested. The company has received the stay
order for some case from the CESTAT.Amount disclosed does not include penalties in certain
matters for which amount is unascertainable.
Note:- In respect of items mentioned under Paragraphs (a), (b), (d), (e) and (f) above,
till the matters are finally decided, the financial effect cannot be ascertained.
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for.
99
AFCONS
INFRASTRUCTURE
its subsidiaries,
29. (A) During the financial year 2012-13, the Holding Company had issued Unsecured Unlisted Non-Convertible Debentures (NCDs) amounting
to ` 1,000,000 (‘000) to a Bank on a private placement basis. The said Bank subsequently transferred the NCDs in favor of Mutual Fund.
The company has obtained and placed reliance on legal opinion to the effect that the provisions of Section 58A of the Companies Act,
1956 read together with the Companies Acceptance of Deposit Rules, 1975 are not attracted to the NCDs, as aforesaid, originally issued
on private placement basis to a Bank and its subsequent transfer to a Mutual Fund as mentioned above in accordance with the provisions
of Section 111A of the Companies Act, 1956. The company has placed reliance on legal opinion to the effect that the NCD issued under
the 1956 Act remain exempt under the 2013 Act and Deposit Rules.
(B) During the current year, the Holding Company had issued Unsecured Unlisted Non-Convertible Debentures (NCDs) amounting to
` 1,000,000 (‘000) to a Bank on a private placement basis. The said Bank subsequently transferred the NCDs in favor of Mutual Fund.
The company has obtained and placed reliance on legal opinion to the effect that the provisions of Section 73 of the Companies Act, 2013
read together with the Companies (Acceptance of Deposit Rules), 2014 are not attracted to the NCDs, as aforesaid, originally issued on
private placement basis to a Bank and its subsequent transfer to a Mutual Fund as mentioned above in accordance with the provisions
of Section 58 (2) of the Companies Act, 2013.
30. Details on derivative instruments and unhedged foreign currency exposures
(A) Details of derivative instruments
The company has entered into the following derivative instruments:
(a) Forward Exchange Contracts [being a derivative instrument], which are not intended for trading or speculative purposes, but for hedge purposes,
to establish the amount of reporting currency required or available at the settlement date of certain payables and receivables.
The following are the Forward Exchange Contracts entered into by the company as on 31st March,2015 (Previous Year USD 36,888,120,
` in lacs 22,101.52)
Currency
Amount
Buy/Sell
Cross Currency
US Dollar
27,888,120
Buy
Rupees
` in Lacs
17,393.54
(b) Interest Rate Swaps to hedge against fluctuations in interest rate changes:
No. of contracts:
2
` in Lacs
Notional Principal
$ 26,000,000
16,215.94
Previous year
$ 35,000,000
20,970.25
(B) Details of unhedged foreign currency exposures
Borrowings taken in foreign currency as at the balance sheet date not covered by forward contracts are USD 14,250,000 and EURO 1,803,017
equivalent to ` 8,887.58 Lacs and ` 1,207.74 Lacs respectively (as on 31st March,2014 USD 10,829,530 equivalent to ` 6,488.51 Lacs and Euro
5,128,617 equivalent to ` 4,232.52 lacs).
The above amounts do not include packing credit finance and overdraft facilities drawn by overseas branches from banks in local currencies
which are to be repaid out of proceeds from project billing in the said local currencies and accordingly no foreign exchange exposure is
anticipated on such borrowings.
Payables and Receivables in foreign currency as at the balance sheet date not covered by forward contracts are ` 91,647.85 Lacs (as at 31st
March, 2014 ` 77,019.41 Lacs) and ` 59,089.45 Lacs (as at 31st March, 2014 ` 38,459.79 Lacs) respectively.
31. Expenses capitalized during the year on fabrication/ improvement of equipment that has resulted in increased future benefits beyond
their previously assessed standard of performance are as under :
` in Lacs
` in Lacs
74.92
94.03
Stores and spares consumed
58.90
64.40
Repairs
76.38
119.13
Others
21.00
24.75
231.20
302.31
Particulars
Total
100
AFCONS
INFRASTRUCTURE
its subsidiaries,
32. Disclosure in accordance with Accounting Standard - 7 (Revised)
Particulars
` in Lacs
` in Lacs
388,518.12
352,925.27
1,312,122.92
1,039,684.38
Details of contract revenue and costs
a) Contract Revenue
b) Disclosure for contracts in progress:
(i) Aggregate amount of costs incurred
(ii) Recognized profits (less recognized losses)
120,552.07
117,444.35
(iii) Advances Received
136,176.08
64,858.40
(iv) Retention Money
c) Gross amount due from customers for contract work
d) Gross amount due to customers for contract work
15,207.58
12,761.86
249,426.60
186,165.70
150.73
1,102.32
33. The company has accounted liability for gratuity and compensated absences as per the Accounting Standard (AS- 15 Revised) on “Employee
Benefits”. Reconciliation of opening and closing balance of the present value of the defined benefit obligation for gratuity and long term
compensated absences is given below:
a) Gratuity (Funded)
A. Assumptions
Current Year
31st March 2014
Discount Rate
7.96%
9.31%
Rate of Return on Plan Assets
7.96%
8.70%
Salary Escalation
4.50%
4.50%
Mortality Table
Mortality (2006-08)
Ultimate
Mortality (2006-08)
Ultimate
Current Year
31st March 2014
1407.21
1393.40
(` in Lacs)
B. Changes in the Defined Benefit Obligation
Liability at the Beginning of the current year
Interest Cost
130.50
114.95
117.11
128.53
Past Service Cost
Benefit Paid
-
-
(160.27)
(235.84)
Actuarial Loss/ (Gain) on obligations
245.27
6.17
Liability at the end of the current year
1,739.82
1,407.21
Current Year
31st March 2014
988.20
1006.03
C. Fair Value of the Plan Asset
Fair Value of Plan Asset at the beginning of the year
Expected Return on Plan Asset
Contributions
Benefit paid
85.98
87.53
154.67
133.17
(160.27)
(235.84)
2.82
(2.69)
Fair value of Plan Assets at the end of the year
1071.40
988.20
Total Actuarial Loss to be Recognized
(242.45)
(8.86)
Current Year
31st March 2014
85.98
87.53
D. Actual Return on Plan Assets:
Actual Return on Plan Assets
E. Amount Recognized in the Balance Sheet:
2.82
(2.69)
88.80
84.84
Current Year
31st March 2014
Liability at the end of the year
1739.82
1407.21
Fair Value of Plan Assets at the end of the year
1071.40
988.20
Unrecognized Past Service Cost
Amount recognized in the Balance Sheet
(668.42)
101
(419.01)
AFCONS
INFRASTRUCTURE
its subsidiaries,
F. Expense Recognized in the Profit and Loss Account:
Current Year
31st March 2014
128.53
117.11
Interest Cost
130.50
114.95
(85.98)
(87.53)
Past Service Cost
-
-
Net Actuarial Gain / Loss to be recognized
242.45
8.86
Expense recognized in the Profit and Loss Account under staff expenses
404.08
164.81
Current Year
31st March 2014
387.37
G. Reconciliation of the Liability recognized in the Balance Sheet:
Opening Net Liability
419.01
Expense recognized
404.08
164.81
Employers Contribution
(154.67)
(133.17)
Amount recognized in the Balance Sheet under “Provision for Gratuity”
668.42
419.01
H. Major category of plan assets as percentage of total plan assets:
Current Year
31st March 2014
(%)
(%)
100
100
Current Year
31st March 2014
Mortality (2006-08)
Ultimate
Mortality (2006-08)
Ultimate
Discount Rate
7.96%
9.31%
Salary Escalation
4.50%
4.50%
Withdrawal Rate
2.00%
2.00%
Insured Managed funds
(b) Compensated Absences (Non funded) :
Actuarial Assumptions
Mortality Table
Experience adjustments
Gratuity
Present value of DBO
2014-2015
2013-2014
2012-2013
2011- 2012
2010-11
1739.82
1407.21
1393.40
1235.05
1047.71
Fair value of plan assets
1071.40
988.20
1006.03
964.20
835.94
Funded status [Surplus / (Deficit)]
(668.42)
(419.01)
(387.37)
(270.85)
(211.78)
(92.77)
(108.39)
(140.29)
(107.95)
(108.35)
2.82
(2.69)
5.79
14.57
13.40
Experience gain / (loss) adjustments on plan liabilities
Experience gain / (loss) adjustments on plan assets
The Company makes Provident Fund and Superannuation Fund contributions to defined contribution plans for qualifying employees. Under the
Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised ` 1,573.77
Lacs (Year ended 31 March, 2014 ` 1,647.82 Lacs) for Provident Fund contributions and ` 742.06 Lacs (Year ended 31 March, 2014 ` 651.23 Lacs)
for Superannuation Fund contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates
specified in the rules of the schemes.
Notes :
i) Premium is paid to LIC under Group Gratuity Scheme of LIC.
ii) The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors such as supply and demand in the employment market. The above information is certified by the actuary and relied upon by the Auditors.
iii) Contributions expected to be paid to the plan during the annual period beginning after the Balance Sheet date is ` 476.55 Lacs (Previous year
` 400.85 Lacs).
iv) The expected return on plan assets is determined considering several applicable factors which includes mainly the composition of plan assets
held, assessed risks of asset management and historical result of the return on plan asset.
102
AFCONS
INFRASTRUCTURE
its subsidiaries,
34. Segment information :
a) Segment information for Primary reporting (by business segment)
The company has only one reportable business segment of construction business, hence information for primary business segment is not given.
b) Segment information for Secondary segment reporting (by geographical segment).
The Company has two reportable geographical segments based on location of customers.
(i) Revenue from customers within India - Local projects
(ii) Revenue from customers outside India - Foreign projects
(` in Lacs)
Secondary : Geographical (Location of customers)
Particulars
Income from operation
Carrying amount of asset
(Excluding Goodwill on Consolidation, Taxes on Income and Investment)
Additions to Fixed Assets (Including Capital Work In Progress)
Local Projects
Foreign Projects
Total
299,510.28
93,539.31
393,049.59
(300,666.69)
(58,682.92)
(359,349.61)
448,566.13
60,062.30
508,628.43
(370,791.51)
(37,041.80)
(407,833.31)
18,329.77
1,706.98
20,036.75
(11,323.97)
(226.64)
(11,550.61)
Figures in parenthesis are those of previous year.
35. Related party disclosures as per Accounting Standard 18 on “Related Party Disclosures”
(a) Details of related parties:
Related Party where Control exists
Holding Company
Shapoorji Pallonji & Company Private Limited
Fellow Subsidiary(s)
Renaissance Commerce Private Limited
SP Jammu Udhampur Highway Private Limited
Forvol International Services Limited
Armada C-7 Pte Ltd.
Forbes & Company Ltd.
Shapoorji & Pallonji Qatar, WLL
Eureka Forbes Ltd.
Associate of the Company
Jointly Controlled Entities
Strabag AG Afcons Joint Venture
Saipem Afcons Joint Venture
Ircon Afcons Joint Venture (w.e.f. 29.11.2013)
Afcons Sener LNG Construction Projects Pvt.Ltd. (w.e.f. 13.01.2015)
Key Management Personnel
Mr. S. P. Mistry – Chairman
Mr. K. Subrahmanian – Vice Chairman & Managing Director
Mr. S. Paramasivan – Deputy Managing Director
103
AFCONS
INFRASTRUCTURE
its subsidiaries,
(b) Details of transactions with related parties for the period 01/04/2014 to 31/03/2015
Holding Company(s) Fellow subsidiary(s)
CY
PY 13-14
CY
PY 13-14
Joint Venture(s)
CY
PY 13-14
(` in Lacs)
Associate Company
CY
PY 13-14
Key Management
Personnel
CY
PY 13-14
Total
CY
PY 13-14
Managerial Remuneration paid
K.Subrahmanian
176.00
155.00
176.00
155.00
S.Paramasivan
136.50
120.00
136.50
120.00
0.60
0.60
0.60
0.60
Sitting Fees paid
S.P.Mistry
Issue of Preference Shares
-
10,000.00
-
10,000.00
Dividend on Preference Shares
1.00
1.00
0.03
735.11
978.00
1.00
1.00
1.00
1.00
0.03
735.11
978.00
195.24
260.32
Interim Dividend on Equity
Shares
195.24
260.32
60.24
80.33
60.24
80.33
Renaissance Commerce Private Ltd.
60.24
80.33
60.24
80.33
K.Subrahmanian
0.87
1.16
0.87
1.16
S.Paramasivan
0.39
0.53
0.39
0.53
Income from Consultancy
Services
160.00
Shapoorji AECOS Construction
Pvt. Ltd.
-
160.00
-
597.23
286.24
Overhead Charges Recovered
597.23
286.24
Subcontract Income
SP Jammu Udhampur Highway
Pvt. Ltd.
12,382.52 63,774.42
12,382.52 63,774.42
Income from Equipment Hire
56.77
Pvt. Ltd
-
56.77
-
52.68
-
52.68
-
3.30
-
3.30
-
14.83
-
14.83
-
34.55
-
Interest Income
Sale of Spares/Materials/Assets
34.55
-
Advance Given
959.83
2,050.84
-
(332.67)
-
19.50
-
1.64
-
(105.07)
261.00
-
959.83
1.64
-
(105.07)
261.00
-
2,050.84
-
(959.83)
-
(332.67)
-
19.50
-
-
833.72
Advance Received back
(959.83)
-
Purchase of Material
Eureka Forbes Ltd.
Sale of Duty Credit Scrips
-
833.72
104
AFCONS
INFRASTRUCTURE
its subsidiaries,
Holding Company(s) Fellow subsidiary(s)
CY
PY 13-14
CY
PY 13-14
Joint Venture(s)
CY
PY 13-14
Associate Company
CY
PY 13-14
Key Management
Personnel
CY
PY 13-14
Total
CY
PY 13-14
Expenses incurred by /(on
behalf of) Afcons
42.51
Armada C-7 Pte Ltd.
202.43
214.64
202.43
214.64
223.79
14.64
223.79
14.64
42.51
-
88.06
-
45.08
-
13.24
-
-
Renovation Expenses
88.06
-
Rent Expenses
45.08
Forbes & Company Limited
-
Service Charges Paid
13.24
-
Interest expense
1.95
Afcons (Mideast) Constructions
and Investments Pvt.Ltd.
9.00
1.95
9.00
784.13
726.74
Travelling Expense
784.13
726.74
Subcontract Expense
2,734.18
-
2,734.18
-
Guarantees Given for/
(Released)
(685.91)
(952.43)
(685.91)
(952.43)
Afcons Sener LNG Construction
Projects Pvt.Ltd.
1,283.04
-
1,283.04
-
1,046.48
-
1,046.48
-
Outstanding amount of
guarantee given/ (taken)
16,730.15 20,345.17
16,730.15 20,345.17
Afcons Sener LNG Construction
Projects Pvt.Ltd.
1,528.04
-
1,528.04
-
1,046.48
-
1,046.48
-
Outstanding Amount Loans &
Advances Dr/ (Cr)
262.53
-
262.53
1.53
Afcons (Mideast) Constructions
and Investments Pvt.Ltd.
45.49
1,718.17
-
1.53
(90.00)
38.91
35.98
38.91
35.98
253.42
16.28
253.42
16.28
-
(90.00)
-
45.49
-
1,718.17
-
1,714.66
977.17
5.91
5.91
Other Receivables
1,714.66
977.17
Outstanding Amount Debtors
Pvt. Ltd
5.91
5.91
20.84
-
20.84
-
51.62
-
51.62
-
3.37
-
3.37
-
42.51
-
42.51
-
163.78
-
163.78
-
136.29
168.59
136.29
168.59
777.61
-
777.61
-
Armada C-7 Pte Ltd.
Shapoorji AECOS Construction
Pvt. Ltd.
Outstanding Amount Creditors
105
AFCONS
INFRASTRUCTURE
its subsidiaries,
36. Details of Leasing Arrangements
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
123.13
270.00
(ii) Lease payments recognised for residential and other properties in the Statement of Profit and
Loss under ‘Rent’ in Note 27
4,849.61
4,199.37
(iii) Lease payments for equipments are recognised in the Statement of Profit and Loss under
'Subcontracting Expenses' in Note 24.
16,803.57
10,028.61
Particulars
As Lessor
(i) The company has let out one of the premises and equipments under operating lease. The lease
is cancellable and is renewable by mutual consent on mutually agreeable terms.
(ii) The lease income of equipments recognised in the Statement of Profit and Loss under 'Other
Operating Income' in Note 22
As Lessee
(i) The company has taken various offices, residential & godown premises, land and equipments
under operating lease or leave and licence agreements. These are generally cancellable and
range between 11 months and 3 years under leave and licence agreement and are renewable
by mutual consent on mutually agreeable terms.
37. Earnings per share (EPS)
(EPS) is calculated by dividing the profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during
the year, as under :
Particulars
Profit after tax and minority interest
Less: Dividend on 0.01% Convertible Non Cumulative Non Participatory Preference shares
(including dividend tax)
Profit for the year attributable to equity shareholders
Weighted average number of shares outstanding during the year
For basic EPS
For diluted EPS (refer note below)
For the year ended
31st March, 2015
For the year ended
31st March, 2014
` in Lacs
` in Lacs
5,290.24
4,696.08
5.42
4.13
5,284.82
4,691.95
Numbers
Numbers
71,970,238
71,970,238
340,738,268
340,738,268
7.34
6.52
Earnings per share
Basic
Diluted
Nominal value per share in Rupees
1.55
1.38
` 10.00
` 10.00
Numbers
Numbers
Note :
Weighted average number of shares outstanding during the year- for Diluted EPS:
Weighted average number of shares outstanding during the year – for calculating basic EPS
(numbers)
71,970,238
71,970,238
convertible Non-cumulative, Non Participatory Preference shares at ` 10 each {Refer Note 3(iii b)}
246,540,258
246,540,258
Add: Potential equity shares that could arise on conversion of 0.01% Non-cumulative,
Non-Participatory Convertible Preference shares at ` 68.25. {Refer Note 3(ii b)}
14,652,014
14,652,014
7,575,758
7,575,758
340,738,268
340,738,268
convertible Non-cumulative, Non Participatory Preference shares at ` 10 each
{Refer Note 3(iv b) (for arriving at potential equity share maximum conversion price of ` 132/- per
share is considered)}
106
AFCONS
INFRASTRUCTURE
its subsidiaries,
38. Disclosures on Employee share based payments
Employee Stock Option Plan.
On 22nd December, 2006, the Company has granted 721,150 Stock options to its eligible employees at a price of ` 17/- per option in terms
of Employees Stock Option Scheme 2006 of the Company as approved by the Share holders at the Extra Ordinary General meeting held on
22nd December, 2006.
a) The particulars of the Options distributed under ESOP 2006 are as follows:
Particulars
Eligibility
Vesting period for options granted during the year
Exercise Period
Method of Settlement
Exercise Price
No. of Options Granted
ESOP 2006
Employees and Directors of the Company and its subsidiaries and its holding Company.
Not less than One year and not more than Five years from the date of grant.
Three years beginning from date of vesting
Equity Shares
The Exercise price shall be equal to the fair market value of the shares as determined
by the independent valuer.
721,150
(b) The particulars of number of options granted, exercised and lapsed and the Price of Stock Options for ESOP 2006 are as follows:
Particulars
Authorised to be Granted
Granted and Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Exercised during the year
Lapsed during the year
Granted and outstanding at the end of the year
Fair value of the ESOP on the date of Grant
Current year
Quantity
1,785,000
Nil
Nil
Nil
Nil
Nil
Nil
Quantity
1,785,000
Nil
Nil
Nil
Nil
Nil
Nil
` 9.41
` 9.41
c) The Company has followed the intrinsic value-based method of accounting for stock options granted based on Guidance Note on Accounting on
Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. The exercise price of the option granted is based
on the fair value of the Company’s share as on the date of the Grant. The Fair Value of the Share has been calculated by an independent valuer
by applying Rule 1D of the Wealth Tax Rules, 1957. As the exercise price of the option granted is based on the fair value as on the date of the
Grant, the intrinsic value of the option is NIL.
Fair value of Options calculated by external valuer using Black Scholes Model is lower than the exercise price and hence the options are
considered to be anti-dilutive in nature and the effect of this is ignored in calculating diluted earnings per share in accordance with Accounting
Standard 20 viz. Earnings Per Share issued by Charted Accountants of India.
d) The Method and significant assumptions used to estimate the Fair Value of the Options are as under:
The Fair value of Options has been calculated by an independent valuer. The valuation has been done using the Black-Scholes model based on
the assumptions given by the management, which are as under:
(i)
Expected Life of the Options:
These stock options will vest in the following proportion from the date of grant and can be exercised during a period of four years from the date
of vesting.
Year 4 from the date of Grant - 30% of the Options Granted
(ii) Risk free interest rate:
This rate has been assumed at 8%.
(iii) Share price:
Share price of ` 17/- is treated as fair value as on 22nd December, 2006 the date of grant.
(iv) Volatility:
Volatility is calculated based on historical volatility in the stock of similar comparable companies over the previous 4 years at 0.63.
(v) Expected dividend yield: Nil
107
AFCONS
INFRASTRUCTURE
its subsidiaries,
39 Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements
to Schedule III to the Companies Act, 2013
(` in Lacs)
Particulars
Net assets, i.e., total assets minus
total liabilities
Name of the entity
As % of
consolidated net
assets
Parent : Afcons Infrastructure Ltd.
Amount
Share of profit or loss
As % of
consolidated
profit or loss
Amount
34.81%
40,709.59
-15.86%
(839.26)
1) Hazarat & Company Pvt.Ltd.
0.02%
19.92
-0.02%
(1.22)
2) Afcons Corrosion Protection Pvt.Ltd.
0.14%
160.28
-0.01%
(0.47)
3) Afcons Offshore and Marine Services Pvt.Ltd.
0.09%
108.24
0.14%
7.40
1) Afcons Construction Mideast LLC
2.52%
2,950.89
-15.77%
(834.23)
2) Afcons Infrastructures Kuwait for Building, Road and
Marine Contracting WLL
0.38%
445.35
-5.28%
(279.43)
3) Afcons Overseas Construction LLC
0.03%
38.02
-1.59%
(84.07)
4) Afcons Gulf International Project Services FZE
0.14%
163.42
-0.85%
(45.15)
5) Afcons Mauritius Infrastructure Ltd.
0.47%
552.15
0.02%
1.02
6) Afcons Overseas Singapore Pte Ltd.
3.75%
4,386.49
134.34%
7,106.90
7) Afcons Infra Projects Kazakhstan, LLP
0.18%
215.78
-20.49%
(1,083.74)
8) Afcons Gunanusa Joint Venture
12.14%
14,195.66
1.11%
58.58
9) Transtonnelstroy Afcons Joint Venture
40.69%
47,585.64
9.32%
493.03
10) Dahej Standby Jetty Project Undertaking
0.72%
838.92
0.25%
13.26
11) Afcons Pauling Joint Venture
1.40%
1,636.68
0.00%
-
Minority Interests in all subsidiaries
0.11%
130.76
-0.53%
(28.01)
0.00%
0.02
0.00%
0.00
1) Strabag AG Afcons Joint Venture
2.05%
2,402.91
10.76%
569.06
2) Afcons Sener LNG Construction Projects Pvt.Ltd.
0.00%
0.49
3) Ircon Afcons Joint Venture
0.34%
1) Saipem Afcons Joint Venture
Total
Subsidiaries :
Indian:
Foreign:
Associate:
Joint Ventures (as per proportionate consolidation) :
Indian :
-
-
394.78
4.50%
238.27
0.01%
17.45
-0.03%
(1.70)
100.00%
116,953.44
100.00%
5,290.24
Foreign:
108
AFCONS
INFRASTRUCTURE
its subsidiaries,
40. The following are details of the investment in associate made by the Company. Name of the Associate
(` in Lacs)
Original Cost of
Amount of
the Investment Capital Reserve
Afcons (Mideast) Constructions and Investments Private
Limited
Accumulated
Carrying Amount of
Profit/(Loss) Investment as at 31st
March, 2015
#
-
0.11
0.11
( -)
( -)
(0.11)
(0.11)
Figures in parenthesis are those of the previous year.
# denotes value less than ` one thousand
41. Following subsidiary of the Company has provided depreciation on all the fixed assets on written down value method, which is in variance to the
method adopted by the Company. The value of such items is as under :
Name of the subsidiary
Gross Value of Fixed Assets
77.39
(76.81)
Figures in parenthesis are those of the previous year.
42. Disclosure of movement in provision for contingencies.
Particulars
342.78
312.78
(342.78)
30.00
Opening Provision
(Less) / Add : For the year
Closing Provision
-
342.78
Provision for contingencies pertains to expenses of jobs completed in earlier year which are under dispute.
43. During the previous year the Bombay High Court had vide its order dated 7th March, 2014 approved the Scheme of Amalgamation prepared
in terms of section 391-394 of the Companies Act, 1956 of Afcons Infrastructure International Limited (‘Transferor company’), a wholly owned
subsidiary of Afcons Infrastructure Limited, incorporated in Mauritius, with the Company (‘Transferee company’). The appointed date for the
scheme was 1st January 2014 and an effective date 21st March, 2014 (‘the effective date’) being the date on which all the requirements under the
Companies Act, 1956 had been completed. Pursuant to the said order the name of Afcons Infrastructure International Limited has been struck
off from the records of Corporate and Business Registration Department, Registrar of Companies Mauritius and Financial Service Commission,
Mauritius.
44. The Board of Directors of Holding Company at its meeting dated 12th March, 2014 accorded its consent to the Company making donations to
Bharatiya Janata Party. Accordingly the Company has in terms of section 182 of the Companies Act, 2013 made a donation of ` 2.50 crores
during April 2014 – May 2014.
45. a) The Holding Company has been legally advised that interest free advances aggregating to ` 33,359.55 Lacs made towards financing the
unincorporated joint ventures do not come under the purview of Section 186 of Companies Act, 2013 as the Company is in the business of
constructing and developing infrastructure facilities.
b) In view of non-applicability of section 186 of the Companies Act, 2013, the details of particulars required to be made thereunder in the
financial statements are not applicable.
46. Corporate Social Responsibility:
(` in Lacs)
Gross amount required to be spent by the Holding Company during the year:
` Nil
Amount spent during the year:
In Cash
CSR activities
Disaster relief
Promoting education
Total
109
Yet to be
paid in Cash
Total
19.50
-
19.50
9.24
-
9.24
28.74
-
28.74
Name of the Company
India
110
SGD
KZT
Singapore
Kazakhstan
QAR
Qatar
EURO
KWD
Kuwait
Mauritius
AED
Fujairah
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st April 2014
31st March 2015
1st Jan 2014
31st Dec 2014
1st Jan 2014
31st Dec 2014
Reporting
Period
17.132
49%
45.44
0.3358
100%
100%
66.9842
207.897
49%
100%
17.1853
17.1853
49%
100%
-
-
-
Rate of
Exchange
100%
100%
100%
% of
Share
797.37
42.25
557.75
1,429.00
3,114.36
110.18
170.09
20.49
Total
Assets
797.37
42.25
557.75
1,429.00
3,114.36
110.18
170.09
20.49
Total
Liabilities
14.26 (1,083.73)
-
-
(0.52)
-
(19.63)
-
-
(7.54)
(0.15)
(0.20)
(1,083.73)
5,908.14
28.42
(2.80)
111.22
(37.27)
821.60
7.41
(0.47)
(0.01)
5) Afcons Overseas Singapore Pte Ltd. has acquired a LLP (Medet LLP, Kazakhstan) on 30th June,2014 & subsequently the name of Medet LLP was changed to Afcons Infra
Projects Kazakhstan LLP on 11th July, 2014 with the regulatory authorities.
-
5,908.14
28.94
(2.80)
130.85
(37.27)
821.60
14.95
(0.32)
0.19
-
12,808.68
36.63
86.77
407.66
-
12,927.93
16.18
134.77
1.52
Profit/
(Loss)
after Tax
4) Step down subsidiary of AIIL till 15th August, 2013; subsidiary of AMIL wef 16th August, 2013.
-
-
-
-
-
-
-
-
-
-
Provision
for
Current &
Deferred
Tax
320.68
-
-
-
-
-
-
-
-
-
Profit/
(Loss)
before
Tax
3) Indian rupee equivalent of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on 31st December 2014 /
31st March 2015.
320.68
-
-
-
-
-
-
-
-
-
Details of Investments (except Turnover
in case of investment in
(Incl.
subsidiaries)
Other
Income)
Shares Mutual
Total of
Funds Investment
2) Names of subsidiaries which have been liquidated or sold during the year - Nil
(1,096.50)
4,460.79 14,823.01 14,823.01
58.60
(52.10)
91.34
1,257.15
3,062.80
97.61
152.22
(0.06)
Reserves
and
Surplus
1.46
22.94
736.83
34.26
249.48
171.85
51.56
10.00
8.00
20.26
Share
Capital
Notes: 1) Names of subsidiaries which are yet to commence operations - Nil
8 Afcons Mauritius Infrastructure
Limited, Mauritius
9 Afcons Overseas Singapore Pte Ltd.
(w.e.f. 27.03.2014)
10 Afcons Infra Projects Kazakhstan
LLP (Refer Note 5) (Step down
subsidiary) (w.e.f 11.7.2014)
5 Afcons Gulf International Projects
Services FZE (100 % subsidiary of
AMIL) (Refer Note 4)
6 Afcons Infrastructures Kuwait
for Building, Roads and Marine
Contracting WLL,
7 Afcons Overseas Construction LLC,
AED
INR
INR
INR
Country of Reporting
Incorporation Currency
2 Afcons Corrosion Protection Private India
Limited 3 Afcons Offshore and Marine Services India
Pvt. Limited
4 Afcons Construction Mideast LLC
Dubai, UAE
Part "A "Subsidiaries
1 Hazarat & Company Private Limited
Sr.
No
Statement containing salient features of the financial statement of the subsidiary / associate companies / and the joint venture.
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)
47. Form AOC-I
-
-
-
-
-
-
-
-
-
-
Proposed
Dividend
( ` in Lacs)
111
Strabag Afcons
Joint venture
Ircon Afcons
Joint Venture
(1.70)
-
1676.53
168.70
-
1151.34
N/A
40%
N/A
50%
N/A
N/A
-
31st March 2015
-
31st December,
2012
178.40
-
124.27
N/A
47%
N/A
-
31st March 2015
Unincorporated JV Unincorporated JV Unincorporated JV
Saipem Afcons
Joint venture
-
0.49
N/A
49%
N/A
` 49,000
4900
Incorporated JV
(Refer Note 1 & 3)
-
Afcons Sener
LNG Construction
Projects Pvt.Ltd.
46.86
-
831.57
N/A
80%
N/A
-
Unincorporated JV
(Refer Note 4)
31st March 2011
Afcons Gunanusa
Joint Venture
(104.81)
-
983.72
N/A
99%
N/A
-
Unincorporated JV
(Refer Note 4)
31st March 2015
Transtonnelstroy
Afcons Joint
Venture
3) Afcons Sener LNG Construction Projects Pvt.Ltd. was incorporated on 13th January, 2015 and hence accounts for the year ended 31st March, 2015 are not audited.
4) These entities are considered as subsidiaries in the Consolidated Financial Statements in terms of AS-21, however the same are not considered as subsidiaries /associates / joint venture
company under Companies Act 2013.
5) Afcons (Mideast) Constructions & Investments Pvt.Ltd. is considered as Associate in Consolidated Financial Statements based on significant influence as per AS-23. Under Companies
Act, 2013, the same is not an Associate Company.
6) Afcons Pauling Joint Venture is considered as Subsidiary in Consolidated Financials Statements as per AS-21 however the same is a Partnership Firm and not considered as subsidiaries
/associates/ joint venture company under Companies Act, 2013.
-
174.00
N/A
95%
N/A
` 17,400,000
2) Names of associates or joint ventures which have been liquidated or sold during the year - Nil
-
0.02
N/A
0.01%
Refer Note 5
` 100
1
Partnership Firm
(Refer Note 6)
31st March 2015
Afcons Pauling
Joint Venture
13.26
-
516.10
N/A
100%
N/A
-
Afcons (Mideast)
Constructions
& Investments
Pvt.Ltd.
Unincorporated JV
Associate
(Refer Note 4)
31st March 2015
31st March 2015
Dahej Standby
Jetty Project
Undertaking
Notes:1) Names of associates or joint ventures which are yet to commence operations - Afcons Sener LNG Construction Projects Pvt.Ltd.
6
5
4
Profit / Loss for the year (` in Lacs)
i. Considered in Consolidation
i. Not considered in Consolidation
Shares of Associate / Joint ventures
held by the company on the year end
No.
Amount of Investment in Associates /
Joint venture
Extend of Holding %
Description of how there is significant
influence
Reason why the associate/Joint venture
is not consolidated
Networth attributable to Shareholding as per
latest audited Balance Sheet (` in Lacs)
2
3
Latest audited Balance Sheet Date
1
Name of Associates / Joint Ventures
Part “B” Associates and Joint Ventures
AFCONS
INFRASTRUCTURE
its subsidiaries,
48. During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Group Company
revised the estimated useful life of some of its assets to align the useful life with those specified in Schedule II. The details of previously
applied rates / useful life are as follows:
Asset
Previous depreciation rate /useful life
Revised useful life based on SLM
Buildings
3.34% / ~ 30 years
60 years
Plant and Equipment
4.75% / ~ 20 years
20 years
Earthmoving Equipment
11.31% / ~ 8 years
9 years
General Machinery
4.75% / ~ 20 years
12 years
Furniture and Fixtures
6.33% / ~ 16 years
10 years
Vehicles
9.50% / ~ 11 years
10 years
Office Equipment
4.75% / ~ 20 years
5 years
Computers
16.21% / ~ 6 years
3 years
Network and Server
16.21% / ~ 6 years
6 years
Floating equipment
7.00% / ~ 14 years
14 years
Laboratory equipment
4.75% / ~ 20 years
20 years
Software
20.00% / ~ 5 years
5 years
In case of Tunnel Boring Machine, there is no change in the method of Depreciation from previous year.
Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value
of assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and has adjusted an
amount of ` 340.48 Lacs (net of deferred tax of ` 179.92 Lacs) against the opening Surplus balance in the Statement of Profit and Loss under
Reserves and Surplus.
The depreciation expense in the Statement of Profit and Loss for the year is higher by ` 817.33 Lacs consequent to the change in the useful life
of the assets.
49. a) During the year, the Holding Company has recognised net income from operations on account of arbitration award amounting to ` 3,755.93
lacs (including interest of ` 2,626.88 lacs) pertaining to awards granted till the date of approval of these financial statements and where it
is reasonable to expect ultimate collection of such awards. Earlier such awards were accounted in the year of receipt of award.
b) In case of arbitration awards where management expects favourable outcome, interest of ` 2,504.60 lacs has been accounted during the
year, from the date of award, based on negotiated settlement pattern.
c) The Company has revised contract revenue in respect of variations where arbitration awards are received, resulting in increase in revenue
of ` 3,333.00 lacs.
50. During the year, all the projects being executed in Liberia by holding company were temporarily suspended by Arcelor Mittal (Client) due to Ebola
outbreak. A written suspension notice was issued in February 2015.
51. The Design and Construction of the underground section from Howrah Maidan Station to the west end of the Central Station, to be carried out by
the Transtonnelstroy Afcons Joint Venture at Kolkata in the state of West Bengal, has been at a stand still since the last 2 years following issues
over the alignment of the railway tracks between the aforesaid 2 stations and the state not handing over land to the Joint Venture. Kolkata Metro
Rail Corporation Limited (KMRCL) vide its letter dated 20th March, 2014 issued to the Joint Venture has granted an interim extension of time up
to September 2016, for completion of the above project.
52. The holding company is in the process of appointing a woman director on its Board as required under section 149 (1) of Companies Act 2013
read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014.
53. Afcons Gunanusa Joint Venture (AGJV) had submitted claims for Change orders aggregating to ` 847.41 crore to ONGC. The AGJV has
invoked arbitration in respect of the aforesaid change orders, as the same were not approved by Outside Expert Committee (OEC). Claims
against change orders and counter claims by ONGC aggregating to ` 30.45 crore will be discussed in arbitration.
54. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
S.P.MISTRY
Chairman
S.PARAMASIVAN
N.D.KHURODY
Director
Place: Mumbai
K.SUBRAHMANIAN
Vice Chairman &
Managing Director
P.N. KAPADIA
Director
P.R. RAJENDRAN
Company Secretary
ASHOK G.DARAK
112

Untitled

Transcription

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